Spider-Man Downfall Re-Write
by AzureSpider
Summary: A re-write of an earlier Spider-Man story. Set in my Marvel Universe of Earth 763, Peter's life seems to be on an-swing as he celebrates his 26th birthday and plans to get back together with Mary Jane. But other forces are at work, some desperately trying to aid him, and others out to destroy our hero and everything he holds dear. Will Spider-Man be able to make it through?
1. Birthday

**Author's Note: Bit of a story to this one. As much as I still regard Spider Man Downfall as being one of my better fan fictions posted on this site, I've still decided that a second go at it wouldn't be a bad thing. Hence, I'm doing a re write of the story, one with some changes from the original and also writing more up to my current standard of quality. To those who have already read the original expect some major differences in some places but other things being pretty much maintained the way they were. To start, one difference is that the story takes place now in 2012 rather then 2011, and Peter is 26 instead of 25.**

**All that out of the way, I hope you enjoy my new draft!**

Chapter 1: Birthday

The sun shone magnificently through the equally magnificent city and its towering skyscrapers. Rays of light gleamed brightly across the glass and metal of those skyscrapers, reflecting in turn off the lenses of his red mask as he took in the beautiful sight. He could feel the blood rush through his body and his heart pump rapidly from the constant and rapid motion, and his head was starting to throb ever so slightly from the physical exertion of it all. And yet none of that bothered him in the least.

Nothing would ruin his mood today.

As the Amazing Spider Man swung across the city back to his apartment, all the while feeling the sheer exhilaration that came from swinging so fast through the city, he was convinced that there was not a thing here in the big apple that could possibly detract from his day in any way. The reason for that was simple: today was his birthday, 26th to be precise, and the whole of his life beforehand had told him that he need not worry when it came to his beloved aunt doing something special for him. So it was that his swing back home was an especially pleasing one, which he chose to express by swinging by in a more robust and flamboyant manner than usual, which in itself was saying a great deal. But then was he to say? He was a show off sometimes. If he wasn't, then he wouldn't be Spider Man.

Spider Man looked out once more at the city facing him, marveling at its grand scope like he did every day, all the while as he navigated through its many skyscrapers with the practiced ease that came from now almost a decade of web swinging.

As Spider Man swung through the city, going a little lower to the ground as he did so, he felt a sudden sensation hit the back of his skull. The world slowed down for a second as he felt the destruction and alarm that was happening not that far from where he was. His "Spider Sense" was at work again, warning him of nearby danger. Being Spider Man, that meant that he was about to rush head long into it.

Needless to say, he doubted that his spider sense was designed for that purpose, telling him when crimes for him to stop were happening. More likely it was to urge him to stay away from anything bad that was happening. And yet he ignored it when it did that. One could argue that that wasn't very bright of him.

Still, "With great power comes great responsibility" were the words Spider Man lived, and would most certainly die by, though he hoped that it would never come to that. And besides, his spider sense was buzzing only slightly this time, suggesting that it was a minor threat, nothing that he couldn't handle. And as Spider Man swung into view to confront the perpetrator, or rather perpetrators, he could see why that was.

They were Shocker and the Enforcers: Ox, Montana, and Fancy Dan. They were some of the first foes he had ever faced, and in the case of the Enforcers, some of the most pathetic excuses for foes that he had ever faced. The Enforcers, while they passed themselves off as a deadly trio that would murder for the right price, were little more than glorified purse snatchers when going up against someone with superhuman strength, agility, and something resembling a brain in his head. Shocker, on the other hand, was surprisingly resourceful and persistent for a supposed low tier supervillain. Though Spidey had trounced him with ease the first time they fought by just webbing up his shock gauntlets, Shocker had since taken measures to ensure that he would not be so easily defeated in future encounters. He was also pretty flexible by super villain standards, not limiting himself to any one particular type of crime. But even having said all of that, how the authorities could never seem to keep the guy in jail was kind of hard to imagine, but Spidey reasoned that Shocker was just a natural survivor.

Between the four of them, Spidey figured that the fight just might enter the area of almost challenging, but he doubted it. And indeed, one strand of webbing and a bit of pulling was all it took to deal with the Enforcer's leader Montana, who ended up hanging upside down from a lamp post for his troubles. By that point, the other three villains looked up to see their least favorite person in the world leaping down at them.

"Hi, guys. Surprised? What'd you expect, Captain America?"

Spidey went down at the villains, first firing some strands of webbing into Ox's face, effectively blinding him, before landing on the roof of the jewelry store Shocker and company had just robbed. He dived to one side to avoid Shocker's predictable response a shock blast from one of his gauntlets and also fired a strand of webbing around Ox's legs. One pull was all it took to bring the brutish thug down.

Fancy Dan, ever the quick shooter, opened fire with his dual handguns. Spider Man casually moved his body out of the way of the shots before more webbing from the hero disarmed Fancy Dan of his guns. Robbed of his greatest asset and with his two partners down for the count, Fancy Dan attempted to bolt, only to end up much like Montana had, dangling helplessly from a lamppost courtesy of Spider Man's webbing.

Spider Man's spider sense began to buzz once more and he leaped out of the way, just barely avoiding Shocker's next blast. Shocker refused to let up and kept at him, firing blast after blast, all of which Spidey easily dodged. For the web head, getting hit was not the problem: the problem was that Shocker's missed blasts were causing damage to the surrounding area and were going to hurt or even kill someone if Spider Man did not end the fight as quickly and efficiently as possible. And so with that in mind, Spidey moved in, continuing to dodge Shocker's blasts, and put as much force as he could into one knock out punch.

Shocker's padded suit minimized the pain felt from the blow, but he was still sent flying backwards, and Spidey could tell by the way he staggered back to his feet that he'd been winded. A follow up attack would be all that was required to take Shocker down. As Shocker attempted to steel himself from the pain, Spider Man resorted to his infamous taunts, jokes, and goading to keep Shocker distracted and angry and with it, sloppy.

"So, honestly, what is this Shocker? Like the fifth time I've had to take you down now? No wait, wait, it's the seventh, right? What with you being on the Sinister Six and Syndicate and all…"

"SHUT UP, YA BASTARD I'M TRYING TO THINK STRAIGHT!"

"Ooh, ouch. Temper, temper, Shocky. Well, I can see you're not in the mood to play around, and, honestly, neither am I, so whaddya say…"

Spidey dodged Shocker's next couple of random and poorly directed blasts and leaped forward, launching upward the second he landed on the ground near Shocker and landing a vicious uppercut to his jaw, which knocked him out.

"...that we end this little fiesta and all walk away happy, OK? Well, not in your case anyway, what with you going to prison and all…again…"

No sooner did Spider Man finish webbing up Shocker completely did he hear the familiar sounds of police sirens. Spidey took that as his cue to scram, swinging back to his apartment as fast as he possibly could. He looked out at the sky and could see that it still wasn't quite evening yet. That meant that he still had time to get back home before his party started, unless of course Aunt May's surprise was something that was happening way early, in which case he had screwed up his own birthday party…

Wouldn't be the first time.

-X-

Spider Man swung by the new apartment he had taken up residence in. By some miracle, the amount of money Peter made at the Bugle had finally managed to accumulate enough that he could finally afford something a bit classier than what he had been dwelling in throughout college. That Mary Jane had been willing to pitch in some of the money she made with her budding acting career back when they were still living together probably helped. As it was, Peter was not sorry in the least to be leaving his old apartment and he had the suspicion that his landlady was not sad to see him go either…

Peter kept out of sight as he landed in an alleyway behind the apartment complex and changed out of his costume. He then went in through the back and made his way up the stairs and through the halls to his room, his anticipation growing with every step. Partly out of excitement, and partly out of fear that he might be late for his own party. Upon reaching the door, he breathed a sigh, composed himself, and opened it…

All of Peter's fears evaporated as he was greeted with the always pleasant sight of his aunt's smiling face, as well as Mary Jane, who hugged him tightly and gave him a kiss on the cheek to the joy and applause of the other people present. Peter quickly overcame his surprise and closed his eyes to cherish the moment. Afterwards Peter got to see who had come to his party: Aside from his Aunt May and Mary Jane, Hobbie Brown, Glory Grant, Randy Robertson, Flash Thompson, Felicia Hardy, Liz Allan, and his old pal Harry Osborn were all there to celebrate his birthday.

Needless to say, Peter found it nice to see this little circle of friends of his all gathered here today to celebrate this day with him. Definitely a far cry from his "puny parker" days when his having friends was unheard of. Now he had several, and the real irony of it all was that two of his prime tormenters were now among his closest friends.

"Happy birthday Peter" Aunt May said with a loving smile. Peter smiled back and gave his old aunt a hug before greeting his friends, including Harry, whom he hadn't seen in years. It made for a nice reunion as Peter happily embraced his old buddy from both High School and College.

"Harry, how have you been? It feels like I haven't seen you in ages!"

"Well, actually, it has been a while since you and I last spoke. I've been kind of busy. Dad's business doesn't run itself, so I've been having to take over the reins for years now. And usually I'm either in a board meeting or on a boat or plane to God knows where. I never seem to be able to actually look at any of the good stuff that Stromm designs…so how have you been doing? Replaced ESU's science professors yet?"

"HA! I wish. Nah, I've still got my job at the Bugle. Besides, no one can ever replace Dr. Connors…"

"Maybe not. Still, I think you outsmart half of them already."

"Gee, thanks Harry. You seem to be the only one who thinks so."

"I don't know about that" Mary Jane added playfully.

Peter smiled at his ex's sweetness and then walked over to Flash, preparing himself for one of his former rival's trademark bone crushing handshakes. Not that any amount of force Flash could apply would ever do much to Peter with his enhanced durability, but he still winced just a little to keep up appearances.

"And how's the Big Man on Campus been doing?"

A cocky smile that Peter had already seen a hundred times before materialized on Flash's face. "Doing good now that you mention it. That campus has me as its gym teacher these days. I've never felt happier to be at school in my life."

Flash's light hearted tone became a bit more serious when he pulled Peter close to him and whispered: "I'm even thinking of seeing Sha Shan again. You know, try and patch things up a bit."

"Uh, Flash given what happened I don't think..."

"You can't fault me for trying." Flash said. "I mean I get it, I was stupid, I screwed up, I did something wrong. But I feel that we had something together. It shouldn't have to disappear because of one stupid mistake."

"If you say so Flash. Just don't act surprised if it doesn't work out."

"Where's your faith in me?" Flash asked, pretending to act offended by Peter's warning. Then, his tone getting just a bit more upbeat, asked: "So who's the white haired chick? I've never seen her before in my life. How come you never mentioned her?"

"Felicia? Yeah, she's...an old friend."

"You mean like how you and MJ are 'good friends'?" Flash teased.

Peter frowned. As it so happened that was exactly what it was like, the only difference being that where Mary Jane had broken up with Peter because of Spider Man, Felicia had broken up with Spider Man because of Peter. The cruel irony was all too apparent to Peter, and the last thing he wanted to do was dwell on it, least of all on his birthday.

Peter sighed and at last answered Flash's arguably rhetorical question: "Something like that."

Flash chuckled. "Sorry man. But hey, at least she came to your birthday. I'd take a chance with her myself but again, I'm trying to patch things up with Sha Shan."

"Well good luck with that." Peter said in an only half sincere tone. Flash's goal though, however misguided it might be, did get Peter wondering as he took to looking at Mary Jane's beautiful face again: perhaps he should try to patch things up with her. He did still have feelings for her, and he had enjoyed the time they'd spent together. And the more he thought about it the more he realized that he wished they were still together.

Peter's gaze went from Mary Jane to Felicia Hardy, another beautiful woman he'd disappointed just by being himself. And as he thought about this Peter found himself realizing that it was kind of unusual that Felicia was even here. True, she did know who he was, but that had been the reason they'd broken up in the first place: she had no love for Peter Parker, just Spider Man. So then why come to Peter Parker's birthday? Peter had no idea. A change of heart perhaps?

Peter walked over to Mary Jane, who was in the process of preparing appetizers for everyone. As he approached, she looked up and smiled at him as she kept working on the dip.

"So, what took you so long Tiger?"

"Eh, usual occupational hazards. Shocker and the Enforcers. Nothing I couldn't handle" Peter replied as he took to helping MJ with the food.

Mary Jane frowned at the mention of Peter's "extracurricular" activities, but quickly brushed it off. "I'm glad. I would had to have gone out with a signal flare if you'd taken any longer."

"You could have just called" Peter said as he tried in vain to make the deviled eggs properly.

"Where's the fun in that?"

"Come on MJ, I thought you knew: I'm no fun at all"

"Oh I wouldn't say that…" MJ said. Quite the contrary I'd argue you're a little too much fun sometimes. And that's coming from an ex party girl."

Peter sighed. "I know, MJ I know. But you know...I..." Peter shook his head. "He'd wait until later when everyone else had left. When it was just the two of them. Then he'd try and get her to take him back. For now he just wanted to enjoy his birthday party as much as he possibly could. And no sooner did he come to this resolution did his aunt bring out the birthday cake. Peter smiled and prepared to blow out the 26 candles on the cake…

-X-

One cake later, and everyone was sitting down and relaxing as Flash was entertaining the others with a bevy of his many football stories, and how in each one he always managed to win the game, usually against unlikely odds. Granted, Flash would occasionally exaggerate what had actually happened, or would sometimes leave out or add certain details to add to the drama or make himself look better, but Peter was content to let Flash have his fun all the same. He was just glad to have this night all to himself. A night where he could throw off his great responsibility just long enough to spend his birthday with his friends and family. He was definitely going to enjoy it…

Eventually, all of Peter's friends decided that it was time to go, and Peter and his aunt bid them all goodnight. Before he left, Harry had one last hand-shake with Peter, who in turn asked if they could talk again sometime.

"Ah, I'd love to Peter, really. But like I said, dad's business does not run itself, and these days, between Stark and Obadiah industries, it's a fight to stay in business. Sorry Peter."

"All right, I guess I'll have to settle for less…take care Harry."

"Likewise Peter."

And with that, Harry was out the door along with Liz. He was followed by Hobbie Brown and then an ever blissful looking Randy Robertson and Glory Grant. Peter smiled as he watched them go. Those two had been together throughout College and beyond, and Peter was left kind of surprised that they weren't still married yet. He figured that they wanted their lives to be a bit more stable first.

Next out the door was Flash Thompson, and then finally Felicia. But unlike the others, Felicia was in no hurry to leave. She stopped at the door and looked at Peter with those piercing green eyes of hers. It unnerved Peter that her gaze could still do that to him…

"Your friend, Flash is cute…but unfortunately not my type"

"Yeah, I figured. Just as well, he's trying to get back with his ex."

"Ah, well that would explain it. I don't date guys with other girlfriends...come to think it I haven't done much dating lately period."

Peter found himself getting a little tense at that last comment, especially since Felicia was continuing to look at him with those same green eyes and also how Mary Jane was still there...

"Indeed. Well, thanks for coming Felicia."

"Of course Peter. And happy birthday." And with these brief parting words, Felicia was off with the others. Peter could overhear his aunt and MJ talking to one another as she disappeared.

"Not to be a judgmental Judy, but I don't care for that woman. She's a bad influence on Peter…"

"You know I am within ear shot Aunt May. And come on…" Peter walked over to his aunt and fiancée as he continued:

"…Am I not still the same old loveable Peter Parker you raised with so much care?"

Aunt May smiled at her nephew's easy going demeanor, and replied: "Yes, Peter, you're still the man I raised. Though perhaps a bit different since your younger days…"

"That's an understatement. Half human, half spider, it's a weird life."

"But a fun one" MJ added playfully. "I'm actually kind of jealous sometimes when I see you swinging around the city when I have to take a cab…"

"Hey trust me, swinging around all day is not as easy as it sounds, there's a lot of strenuous physical activity to be had, and—"

"OK, OK, I'll just take your word for it. Still sounds better than a cab though."

Aunt May chuckled. "OK you two, I'll just be going now. Take care Peter, and happy birthday"

"Thanks Aunt May"

Peter hugged his aunt one last time and saw her out. When he returned, he could see MJ was already cleaning up. He pitched in, and as she was washing the dishes, Peter got a good look at her beautiful face, something that he realized he had not been seeing enough of this past year.

Well, time to make amends. The second they were done cleaning the dishes and got changed, Peter decided to make his move. "Hey listen, MJ...cane talk?"

Mary Jane turned to face Peter and looked him dead in the eye, which had the same unsettling effect that Felicia looking at him did. "Sure Peter, what do you want to talk about?"

Peter sighed and did his best to compose himself beforehand before at last saying: "Look, MJ I know we...I know we had our differences and problems when we were together but...I still love you. And I know my being Spider Man really complicates things but I don't want that to destroy our relationship."

"It kind of already did Peter" Mary Jane pointed out, frowning but also taking on a sad expression rather then an angry or indignant one. "You and I just couldn't make it work. You need to keep being Spider Man and me well...I need more stability in my life Peter. I can't live every day afraid that when I turn on the TV it'll be your death on the news. Or I'm walking home from work only to find you being led away on a gurney."

Peter wanted to assure her that that would never happen. That none of his many rogues would ever get the better of him. But Peter knew that wasn't true. That there were no guarantees in his line of work. Certainly plenty of his enemies had come close to doing him in. Who's to say one of them wouldn't one day finally get lucky? Or he faced down a new foe who was just too big for him? Or even if someone with enough money and time arranged for his assassination? To his knowledge Peter knew of no such individuals, but even so the threat was ever present. It would be disingenuous of him to believe or say otherwise.

Again, Peter sighed. He should have known his odds of successfully reigniting his relationship with Mary Jane were slim at best. But he couldn't help

but get his hopes up anyway. Finally, he said: "I know MJ I do, but...I don't want us to not be together. I love you, and I know you love me. We shouldn't have to be kept apart because of who I am."

But of course it wasn't just Peter putting his life on the line on a daily basis that was cause for objection. There was also Mary Jane's own safety to consider. Just as Mary Jane could not live with the thought of Peter one day perishing in battle as Spider Man, so too would Peter not be able to live with himself if he came home one day to find Mary Jane murdered by one of his enemies in retaliation for his actions against them. It had only been a mere six years ago when Peter had first lost...

Peter shook his head to drive away the painful memory of that terrible night. The night that still haunted his nightmares and he knew would continue to do so for as long as he drew breath. That the same thing could happen to Mary Jane prompted him to reconsider his stance.

By this point though, Mary Jane had gotten her coat and was preparing to leave. "I'll think about it." Mary Jane at last said. Peter dared to raise his hopes once more as Mary Jane said this, and then hugged her. "Happy birthday Peter."

And with that Mary Jane left the apartment and Peter was alone.

X

"Nice place you got here" Shocker remarked sarcastically as his blindfold was removed and he got to see where he had been led by his mysterious savior. As it was there wasn't much to look at. It was incredibly dark and Shocker was hard pressed to make out any serious detail. He could tell that there was a lot of stuff littering the floor and also several tables which were also covered in a wide range of different weapons, gadgets, and pieces of equipment that Shocker was hard pressed to identify. Some of it looked vaguely familiar though, as though he'd seen it before. Where had he seen it?

"Perhaps you would have preferred it in the nice cell at Ryker's the tax payer's dollars prepared for you?" Shocker's "host" replied. Going by how dark, deep, and also generic the voice sounded, Shocker suspected that it was being artificially masked. Shocker still could tell from the man (or possibly woman)'s choice of words that his "host" had a smugness about them. Shocker couldn't claim to love that, but this person, whoever they were, did have a point.

"Look, much as I appreciate you busting me out of that police van before I could go to the slammer, I'm still not entirely sure what I'm supposed to be doing here. I mean, what do you want with me?"

"Oh, nothing too serious Herman. I simply want your assistance. You see, you and I have a common enemy in a certain red and blue superhero."

"Spider Man...so what, you looking to team up or something?"

The figure chuckled. Shocker had turned around to face them, but his host had retreated to the darkest part of the room so as to remain hidden. For his part Shocker saw it as being needlessly mysterious, but he said nothing to this effect. Then his "host" stepped out of the shadows and Shocker got to see who it was.

"You? Well I'll be. You finally came back. Never would have expected that..."

"Yes, I have indeed made my return to this city Herman. And with that return comes many things that must be accomplished, not the least of which is revenge against our mutual foe. You see Herman I want you to do something for me. In exchange I can guarantee you that Spider Man will not trouble you any longer."

"And what favor is that?" Shocker asked, suspicious. "I'm not one for doing favors."

"Oh I'm aware. But you'll like this one. It involves a bit of infiltration, and a lot of destruction. And when it's all over, Spider Man will never know what hit him."

"Cryptic." Shocker said, still unconvinced. "What am I supposed to do exactly?"

Shocker's host turned around and pressed a few buttons on a keypad to some kind of large storage container that Shocker couldn't make out too well. When it opened with a hiss, steam came out. Shocker's host lifted the lid, searched around for a few moments, and then turned around to face Shocker again. And when he did Shocker saw that in his hand was a medium sized container with a handle attached to the top of it. Inside the container, Shocker could see some kind of red slime banging against the walls, moving on it's own.

"Deliver this to a...contact of mine who's currently being held in Ravencroft."

"And what happens then?" Shocker asked. "What is that thing anyway?"

Shocker's host chuckled again. "Ah, so many questions you have, so many indeed. But why answer them all when it's much more fun to just surprise you instead?"

"Maybe because I don't like surprises" Shocker replied unamused.

"Oh but see you don't really have much of a choice here I'm afraid. You're just a pawn here Herman. A pawn in my game of vengeance against the

wall crawler. And in this game, victory will only come with the proper number of twists of the knife. After it's been stabbed in all the right places of

course…"

"Bite me. I don't give a damn about the wall crawler and I ain't interested in revenge, so let me out of here and—"

Shocker's host cut him off by grabbing him by the throat and hoisting him aloft, Shocker coughing and gasping for breath as his host applied pressure.

"I don't tolerate anyone taking that tone with me. As I said you are a pawn. And pawns are entirely expendable. If you will not do this I will simply find another. And you in turn will be found. At the bottom of the bay."

"All right, all right!" Shocker gasped. "I'll play along!"

Satisfied, Shocker's "host" released his grip on him and Shocker fell to the ground, gasping for air as he did. "You're crazy..."

Shocker's host said nothing in response to this, merely turning his back to the villain as he staggered back to his feet, still gasping for air.

"I have a specific date in mind for when this will be done. You will be staying here until that date. I can't have you sharing any information with anyone else, or risk that you'll betray me if I let you go."

"What? But then…what are you gonna do with me?"

"Oh, you'll see in due time. And who knows? You may just have yet another part to play in this little game…revenge is sweet. I'm not so selfish that I won't share it with anyone…"

**Author's Note: And that's the end of the revised chapter 1. I'll be trying to finish this story as soon as possible so I can get to the sequel ****quickly. I want both to be finished or nearly finished before September this year. Here's hoping I can make that deadline.**


	2. Savage Metamorphosis

Chapter 2: Savage Metamorphosis

It was finally done.

All of the hard work, all of the struggling. All of the promises, all of the deals…everything had finally come together into perfect completion.

Well, not _perfect_, in the sense that he still needed to test it, but after the long, hard, years he had spent slaving away at this obsession of his that last thing seemed like such a triviality.

Dr. Curt Connors thought back to how it had all happened: back to the dry, dusty, sun-soaked lands of the middle-east, where one wrong step resulted in a lost or thoroughly ruined life. And as it so happened he, who in a cruel twist was trying to _save _victims of terrorists and their various guns, bombs, and land mines, had lost his arm while there. Nothing had felt the same after that.

For months afterwards, Dr. Connors remembered being in a catatonic state, still far too physically weak to do much with himself, and too shell-shocked and emotionally crushed to teach. Eventually he recovered enough to teach again but it wasn't the same. He had lost his passion it seemed, his fire. He would go through it all in a depressed, dreamlike state. All of the times when he would wake up in the night grabbing for his lost arm…

Dr. Connors shook the unpleasant memories out of his head and returned to the moment at hand. No. He couldn't wait. It had to be now. He had to see this through to the end. He couldn't bear being denied his salvation any longer.

But, Dr. Connors decided, he would at least take the time to share his victory with someone he knew would understand…

-X-

_He saw her again._

_Her beautiful face, her long flowing hair. Her warm smile that always made him blush and get ten times more awkward then he usually was. She held out her hand for him to take it. He pulled her close to him. They could be together. They would always be together, no matter what._

_Screams, he heard screams. Panicking. Something exploded. A woman's voice cried out. Her voice. He tried to save her..._

Peter's eyes opened and he practically jolted forward in his bed as he was awakened by the sound of a ringing phone. Peter leaned over and grabbed the phone. He put it to his ear and asked: "Yes, hello? This is Peter Parker, is there something you need?"

"Yes, Peter? It's me, Dr. Connors."

"Doctor Connors? Uh, hello. Look, I was busy sleeping…"

"Oh, I'm so sorry about that. No, I just wanted to tell you that I've finally finished something I've been working on for years and I just thought that you could be the first one to see it"

"Well, congratulations, but again, this is a bad time…"

"Oh yes, of course. So sorry about my intrusion. I'll give you some time to get ready…just be sure to come over sometime soon"

And with that, Connors hung up, leaving Peter wondering what it was that the good doctor had finished. He looked over at his alarm clock and saw it that was around the time he would have woken up anyway. Heaving a sigh that was mixed with a yawn, Peter forced himself out of bed the same way one might try to scrape a sticky substance off the ground with a large shovel and hobbled over to where his closet was. One change of clothes later along with the now instinctual move of packing his Spider-Man costume just in case, Peter went down to get breakfast.

When he and Mary Jane had been together, she had gotten some new recipes for them to try out, but Peter had long since misplaced them after Mary Jane had left and no longer remembered that which Mary Jane had taught him. One hackneyed and bitter-tasting breakfast later courtesy of his inept cooking and Peter was out the door and off to Empire State University to see Dr. Connors little pet project.

As a science nerd through and through, Peter couldn't help but be just a little bit curious about what it was that Connors had concocted. He had said that it had been something that he had been working on for quite some time, so that increased Peter's anticipation all the more. But what was it? Peter still couldn't figure it out. Knowing Dr. Connors, it was likely something pertaining to physics or genetics, which gave Peter some kind of idea on what it might be. Then, it suddenly hit him what it was, and Peter mentally kicked himself for not figuring it out sooner. Doctor Connors had certainly mentioned it enough times back during Peter's college days for him to guess what it was.

_The cure._

By the time Peter had come to this realization, he was already at ESU's doors. He opened them and walked in, making his way through the familiar halls as he went to Connor's office. As he did, he walked into a familiar red-haired man with crimson-colored shades and a walking stick…

Peter quickly passed him and turned around the corner to head in the direction of Connor's office. When he arrived, he found the door unlocked. Peter opened it and headed on in, and was indeed greeted by Dr. Connors, who looked more excited than Peter had ever seen him before. He was holding in his one hand an injection gun with a vial inserted in it. The vial was filled with a strange fluid that was of no color Peter had ever seen before, and it was filled all the way. Dr. Connors beamed with pride at it before then turning to Peter: "Ah, Peter, I'm so glad you could come. But please, shut the door. I want this to be private."

"Uh…sure" Peter walked over and shut the door as Dr. Connors continued: "Now Peter, you know how I lost my arm several years ago while doing aid relief in the Middle East? And how I've always wanted so desperately to get it back? Not just for me, but for the good of all those with injuries like mine?"

"Yes, yes I do. And I think I know what that vial there is…that's the cure for missing limbs that you've spent years trying to make, am I right?"

"Indeed you are Peter. With this, I can not only regain my lost arm, but once I mass-produce this, millions like me will also regain their missing limbs…a definite improvement over expensive and clumsy prosthetics"

"But how does it work? I mean, its one little vial…"

"Yes, one little vial of reptile DNA. As I believe you know Peter, many a lizard can re-grow lost limbs. A truly remarkable feat. I wondered if perhaps it could be replicated via cross-species genetics. My initial attempts were unsuccessful, all of my earliest serums of Lizard-DNA weren't potent enough to affect another living creature's genetic structure. And then after that there were the subjects who died from injections. Their bodies rejected it you see. But finally, I created a stable enough DNA concoction where the genetic material actually holds together instead of breaking apart without also killing the host. I then set about making it actually mesh with mammalian DNA. No easy feat mind you. But when I tested my latest batch on one of my tail-less mice, something amazing happened: the mouse's tail re-grew! Granted, it took a little longer than it would for an actual lizard, but its tail re-grew all the same! I knew then that this was the one. And it was about then when I first called you."

"Well, that's all really interesting Dr. Connors, but…a human being is a serious leap up from a tail-less mouse don't you think?"

"Peter, you know better than that. We're both mammals, and a good bit of our DNA structure is the same. Between that, I'm fairly confident this will work…"

"And how do you plan on testing it…?"

"Why, with myself of course! I'm the perfect test subject! Besides, I'd never ask this of another person with my kind of injury…"

"WHAT? Dr. Connors you can't be serious. It could be risky…"

"Nonsense Peter. At worst, nothing will happen to me. This is hardly a toxic solution"

"But Dr. Connors…"

But before Peter could do a thing to stop him, Dr. Curt Connors had already injected the serum into the stump where his arm once was. Peter looked on helplessly as every last drop of the liquid drained into Connor's arm. Connors let out a gasp of pain and staggered before regaining his composure. Peter could see Connors manage a confident smile as Peter continued to stare at him incredulously.

"Dr. Connors…"

"I feel perfectly fine Peter. I'll call you back once I see any change in my missing arm…"

"I might not be coming back…"

And before Connors could give any kind of response to that, Peter hurried out the door, still taken-aback by what Connors had so willingly and eagerly done to himself. Peter couldn't help but be a little bit scared by it. After his own experiences with mixing his DNA with that of another animals, he couldn't help but expect the worst…

-X-

Nearly a week passed and eventually, Peter's nervousness about what Dr. Connors had done to himself gradually left his mind, and soon, Peter had forgotten it completely. He had continued on with his life, as was, and that life had actually become pretty uneventful by his usual standards, right up until the day he got a phone call from Martha Connors while at the Daily Bugle. And Peter didn't like what he heard either.

"What do you mean he's gone missing?"

"He just left one day and I haven't seen him since. I searched everywhere and there's no sign of him. He's just vanished. I checked his office at ESU and everything's gone: his notes, the chemicals he was working on, everything. Just vanished into thin air. Peter I don't know what to do, but it's been almost a week now and Billy and I are worried sick…"

At that moment J. Jonah Jameson was calling Peter into his office but Peter didn't listen. Instead he did his best to reassure Martha Connors: "I understand Mrs. Connors, don't worry, I'll see what I can do"

I'm telling you Peter, something is very wrong here…"

"I know Mrs. Connors, I know. I'll figure out what's going on, I promise…"

"PARKER! GET IN HERE!"

Peter sighed and walked into J. Jonah Jameson's office where "the jolly one" as Peter called him was sitting in office chair, looking as he usually did when he called Peter in: frowning, impatient, demanding, frustrated, and with his trademark brand of cigar planted firmly between his teeth. It was a sight that Peter should have been used to by this point, but instead he was always left exasperated by his boss's eternally irritable persona.

"Boss I was on the phone with an old friend of mine, and she's worried about her husband…"

"Well let me play you a sad song on the world's smallest violin Parker. Listen up: The Bugle's been getting reports about some kind of green-skinned man running around New York City, and it ain't the Hulk! As you're our best photographer (actually you're our only photographer right now…) I want you to go downtown where this thing was last sighted, figure out what the hell it is, and return with a couple of photos while you're at it. Understood?"

"Yes JJ..."

"Good, now get going! Can't have that cheap excuse for a paper the Globe beating us to the punch!"

And so, Peter was out the door, realizing that this "green-skinned man" might just be Dr. Connors, which got him off to a good start as far as finding out what had happened to the good doctor went. Nevertheless, Peter found himself incredibly frustrated with how he had so badly forgotten about Connors and with it the risks of what he had done to himself.

_Stupid, stupid, stupid! I should have remembered that the regeneration takes a while! And now that I've forgotten Dr. Connors could be in serious trouble…_

The second Peter was out of sight, he changed into his Spider-Man costume and swung off, heading downtown to look for this "green-skinned man" Upon arriving in the downtown area, he changed back into his street clothes, took out his camera, and made his way through the throngs of pedestrians as he attempted to locate what could very easily be Dr. Connors having undergone some kind of physical change as a result of making himself his own experiment's guinea pig. The more he thought about it, the more Peter cursed himself for not being able to stop Connors from injecting himself with that serum when he had the chance.

Finally, after what felt like over an hour of fruitless searching, Peter's spider-sense began going off, suggesting that there was something dangerous nearby. Peter looked around and spotted a man who was walking in a desperate, almost struggling fashion. The man had also gone to great lengths to conceal his features, although Peter could still make out a patch of exposed skin. And it was green. Peter realized that this was almost certainly the "green-skinned man" and discreetly followed him. And indeed, the further they went, the more it became clear where the man was headed. And that in turn fully confirmed in Peter's mind that it was indeed Dr. Connors.

_He's going back to ESU_

With this realization, Peter quickened his pace as he kept up his pursuit of Dr. Connors until at last they arrived at ESU. Peter did his best to keep his distance as he watched Connors force his way into the building, nearly ripping one of the double doors off its hinges. Peter's fear increased all the more as he saw this. Not only did it mean that Connors had gotten stronger since taking the serum, but he'd also gotten much more vicious. Peter waited until Connors disappeared completely into the building before rushing in after him. He sped through the halls, nearly bowling over a janitor as he did so, and ran to Connor's office as quickly as he could. Finally, he arrived at the office and burst in.

"DR. CONNORS!"

But Dr. Connors wasn't there. Peter looked around the room. Martha Connors hadn't been lying or exaggerating when she said that everything had vanished into thin air. Almost everything was gone, to the point where it was completely unrecognizable as Dr. Connor's office. The only things still there aside from the table and chairs was a small television set and a tape that Peter had never seen in the office before. Curious, Peter put the tape into the VCR and played it.

The video was actually a recorded science log by Dr. Connors regarding his experiments. The good first portion of the video were mostly things that Peter already knew. Seeing that the first few recordings had also been made years ago, Peter fast-forwarded the video until he got to the recordings made that year and the one before. With these last few recordings, Peter bore witness to experiment after experiment, and each one was more disturbing than the last. It became clear that Connors had become obsessed with his pet project, even stooping to amputating mice tails to give himself more test subjects so he wouldn't have to wait for new amputees to come naturally. Peter could also see that with each new video Connors looked more and more haggard. More exhausted. Dark circles formed around his eyes, which themselves became bloodshot. His hair at times seemed unkempt, and a stubble had grown over his normally clean-shaven face.

"This is insane…"

Peter's spider-sense alerted him to Connors presence before his voice did: "Yes, it is…and I was too blind to see it..."

Peter's heart skipped a beat and he whipped around to face Dr. Connors. Once he did Peter saw to his horror just what the serum had done to him: he now had his missing arm back, but his skin was also now scaly and mottled, with many areas indeed now green. But these were not the only changes to his appearance: his nails had become almost claw-like, and most disturbing of all, Peter could see that Connors was beginning to grow a muscular green tail…

"Oh my God…Dr. Connors…"

"This was all a terrible mistake Peter…I tried to undo this…tried to run and find some place quiet and away where I could fix this…without people noticing, but…it's too late…need…to reverse this…there's only one thing left…"

"What is it?"

"A…gene cleanser…I designed it to eliminate any non-mammalian DNA in a human being…in case _you_ ever wanted to give up being Spider-Man…"

Peter's eyes widened in horror as he was taken completely off-guard by this revelation.

"Oh yes…I've known that you were Spider-Man for quite some time…why did you think I was so lenient with you regarding your late assignments? I knew that you were busy helping people out there…I wanted to help the world too…in my own special way…but now, I…ARGH!" Dr. Connors howled in pain, sinking to his knees and clutching his head tightly with his clawed hands. He began to growl, and Peter could see his hair beginning to fall off of his head.

"Dr. Connors…"

Suddenly, Connors looked up at Peter, and Peter could see that his eyes had become reptilian, and his former look of pain and agony had been replaced with anger and hatred.

"NOT CONNORS! I LIZARD!"

And as Peter looked on, Connors mutated even further, screaming in pain as his skin became completely green and scaly, his tail became longer and more muscular, and his lab coat was completely torn off. The Lizard was born.

Peter attempted to move out of the way in time but the Lizard viciously charged him and sent him flying across the lab with one swing of an arm. Peter crashed into the wall and the Lizard burst out of the room, running on all fours through the hallways of ESU's science building.

Meanwhile, Peter struggled to force himself up, his body sore all over from the blow. Thankfully no bones felt fractured or broken. Peter staggered to his feet, and rushed over to the backpack he had stored his Spider-Man costume in. Peter hastily changed and swung off after Lizard. As he made his way through the halls Spider-Man could already hear the screams of terror coming from the janitor Peter had bumped into earlier and the Lizard's roars in response to it.

Spider-Man fired a few web bullets at Lizard to draw his attention to him, and then prepared himself as Lizard leaped at him. Spider-Man leaped over Lizard as the beast dived at him, and then leaped to a nearby wall as Lizard turned and ran at him again. Spidey then dived to the ground as Lizard attempted to claw at the wall and fired some webbing at the Lizard's back to pull him down to the ground. Using all of his and the webbing's strength, Spider-Man was able to pull Lizard down, and then leaped over Lizard's sweeping tail to deliver a mighty kick to the Lizard's skull.

Lizard roared in pain and staggered from the blow, and Spidey delivered several more quick strikes to keep the Lizard back before leaping out of the way to avoid Lizard's counter-attack, firing some webbing into his eyes as he did so. Lizard tore off the webbing and ran at Spider-Man in a frenzy. Spider-Man chose to keep up the chase, in the hope that he could lead him away from anyone else who might be in the building.

Unfortunately, the narrow corridors of ESU were ill-suited for Spider-Man's web-slinging, and also ensured that his speed and agility were not enough to outrun Lizard either. Lizard tackled Spider-Man, who kicked him as hard as he could, forcing him to release his grip. Lizard quickly regained his footing and went at Spider-Man again, who did his best to dodge all of Lizard's blows. But another swing of Lizard's tail sent Spider-Man sailing through the air and out a nearby window. Spider-Man staggered to his feet and fired some more webbing at Lizard as incentive to pursue him, which Lizard seemed more than eager to do. And so Spider-Man ran for it, firing some webbing at the nearby physics building to swing into the air as Lizard went after him. Spidey made Lizard follow him to the nearby fountain where their fight began anew.

It was about then however, when Spider-Man realized that he needed to get the gene cleanser Curt Connors had mentioned, otherwise Connors would remain in his Lizard form. Spidey cursed himself for his stupidity in putting himself so far from the science building and realized that he would now have to swing all the way back over to the building.

But as he was thinking this, Lizard kept up his vicious assault, pouncing on Spider-Man and attempting to break his neck or shatter his skull when a red club sailed through the air and struck him in the temple, disorienting him and enraging him further. Spider-Man took advantage of his distraction and kicked Lizard off of him as he turned to see who the newcomer was. It took only an instant for Spider-Man to recognize him as Daredevil, the Man Without Fear.

Daredevil ran over to Spider-Man as he took to webbing Lizard to the ground. Spidey had known Daredevil for years, and if he couldn't get Captain America or the Fantastic Four to come to his aid, he'd settle for his old buddy.

"Thanks for the save DD. But Lizzie here isn't done for. He needs to be cured, changed back into a human. I need you to rush into the science building and grab a vial of serum called a "gene cleanser" that's in Dr. Curt Connor's lab…"

Spider-Man was interrupted when Lizard, having broken free of Spider-Man's webbing lunged at him again, and Daredevil had to push Spidey out of the way, which caused Lizard to tackle him instead. Spider-Man fired several strands of webbing at Lizard's back and arms and tugged on them to pull Lizard back and keep him at bay as he shouted out to Daredevil:

"GO! Gene Cleanser in Curt Connor's lab! Science Building, hurry!"

Daredevil nodded and ran off in the direction of the science building as Spider-Man struggled to keep the Lizard restrained.

"Dr. Connors, if you can hear me in there then please listen to me! You need to stop struggling _right now_!"

But Dr. Connors could not hear him. Only the Lizard was there, and the Lizard had no interest in listening to Spider-Man's pleas. Lizard struggled to break free of Spider-Man's restraining webbing, and slowly but surely he began to tear it. Spider-Man pulled harder, desperate to keep the Lizard restrained long enough for Daredevil to get the gene cleanser, but Lizard was finally able to tear free of the webbing completely, and went after Spider-Man with a single-minded fury. Spider-Man leaped out of the way of Lizard's pounce, but was then tripped by a swing of the Lizard's tail as he landed. Lizard then tackled him. Spider-Man rolled in an attempt to get Lizard off of him but it was no use. As he had him pinned, Lizard roared at him and struggled to break his grapple with Spider-Man. But Spider-Man wouldn't let up, and kept Lizard's arms locked with his own.

"Come on DD…hurry up…"

Finally, Lizard was able to break the grapple and began to viciously punch Spider-Man when Daredevil ran up from behind with the gene cleanser inserted into the injection gun. But Lizard saw him coming in time and smacked him away with a swing of his tail. Daredevil went flying and the gene cleanser plummeted. Seeing this, Spider-Man fired a strand of webbing at it with his free hand and pulled it towards him. Lizard's attention then returned to Spider-Man where he lunged at him again. At that moment, Spider-Man forcefully injected Lizard with the gene cleanser by getting the injection gun right up in Lizard's mouth and emptying all of it's contents into said mouth.

Lizard roared in pain at feeling the gene cleanser run through his system. Spider-Man watched Lizard stagger violently before finally collapsing on the ground unconscious. As Spider-Man looked on, he could see the gene cleanser already begin to work it's magic: Lizard's green skin started to lose its color, the claws on his hands and feet retracted, and even the tail seemed to be losing a bit of its musculature. As Daredevil recovered, Spider-Man turned to him.

"Help me get him back inside"

"Will do. And sorry I took so long. But for obvious reasons it's not so easy for me to find specific items lying about."

-X-

By the time Spider-Man and Daredevil dragged Lizard back into Curt Connor's office, the gene cleanser was already nearly finished with purging the reptilian DNA. It would not be long before it was completely out of Curt Connor's system. As Spider-Man watched Lizard slowly but surely revert to his human form, he turned to Daredevil and explained to him what had happened, telling him the story of Curt Connors right up until his transformation into the Lizard.

"...and now that he's human again, I don't think that we should turn Dr. Connors in for this. It's not his fault."

"Well, then whose is it? Did Dr. Connors willingly turn himself into that thing?"

"Not exactly. Yes, he willingly injected himself with a serum that turned him into the Lizard, but he had no way of knowing that that serum would turn him into a giant monster."

"Did you have any reason to think that it might?"

"Well…I don't think I was thinking of this specifically, but I did have a gut feeling that something bad would happen…but he injected himself with it before I could do anything to stop him."

"Well…it sounds to me that he might have known that there would be risks and yet he went through with it anyway…still, I might agree with you here. I don't think Dr. Connors deserves to be locked up for this…but how one will explain the destroyed window, the ransacked office, and the nearly week-long disappearance of an ESU professor might all be rather difficult…"

"You're a lawyer right? Can't you think of something?"

"Perhaps. But I think that the good doctor here will need to make his own explanation for where he's been for the last few days. That I cannot help him with. The other damage is one thing, but he needs to make his own alibi."

"Fine…I agree. But what are you doing here anyway? I mean, aren't you a little far from Hell's Kitchen?"

"I teach a class in criminal justice here. I was actually in the process of grading some papers when I overheard your drag-out fight with the Lizard. Though in all fairness I could have heard it from a mile away. But tell me: how did Connors turn into the Lizard exactly? You said he injected himself with something and that it backfired, but how specifically did it backfire?"

"Well, think of it this way: when I got my powers, it was because my biology was changed along with my DNA. It was that biology change that allowed me to use those super-spider's abilities…with Dr. Connors, the serum of DNA gave him the ability to re-grow his lost limb…but there needed to be a biology change to make it work…and a more drastic one in his case…"

"One might say you're the lucky one."

"In that I'm not a man-sized brown-furred eight-legged monster laying sacs? Yeah, I would say so."

-X-

Shocker sat there impatiently as he watched his mysterious "benefactor" continue to fiddle with a vial of the strangely-colored serum that he held between his fingers. Finally, though, his artificially masked voice spoke up:

"It was definitely fortunate that Dr. Curt Connors had a second vial of this reptile DNA serum he designed…and after his experience with this serum I don't think he'll be missing it. As for me, well, I could certainly find many a use for this little serum…I wouldn't be unwilling to duplicate it for instance…"

"Duplicate it? Didn't the scientist who injected himself with that crap turn into a Lizard monster?"

"Yes, and that's exactly why I would make more of this serum. Just imagine an _army_ or at the very least, a small squad of reptilian soldiers at my finger-tips…"

"You're completely insane."

"That depends entirely on your point of view. I prefer to think of myself as…determined."


	3. Maximum Carnage

Chapter 3: Maximum Carnage

**Author's Note: This is where things begin to take a darker turn. Be prepared for some real bloodshed. And yes, this story is partially inspired by the 90s Spider-Man crossover of the same name. Only its better.**

Ravencroft institute was a place where the criminally insane in New York were kept in the hopes that the doctors there could rehabilitate them, or at the very least, keep them contained. At least that was how it was supposed to be. In actuality over half of the people in the place where not insane at all; just psychopathic. For as time had passed, Ravencroft went from being an insane asylum to just simply being a place to put all the serial killers and mass murderers to keep them away from prisons that didn't want them. But since Ravencroft was not meant to hold sane criminals, the security measures had to be improved. After _that_ happened, Ravencroft began to get a third type of inmate: the supervillain. Or at the least, any supervillains that Ravencroft could contain. The head of the place, Dr. Ashley Kafka, was convinced that these costumed criminals just needed to be analyzed and understood, and after that, they could be turned into productive members of society.

The thing was, she still hadn't rehabilitated a single one.

Cletus Kassady, who had been a serial killer with many people dead at his hand long before he joined the super-villain community, found it greatly amusing that the good doctor even continued in her pointless mission at all. But then again, Cletus often wondered that about a lot of righteous and idealistic fools who wasted their entire lives fighting hopeless battles. Like those X-Men who always crusaded for civil rights for their race. To Cletus it was all such a waste. It had been to his good old grandmother too, so he supposed that was where he got it from. After he had killed enough people, including his own father, rumors circulated that he had murdered his own mother and grandmother as well, but in truth, his grandmother was the one who gave him his nihilistic outlook on the world. And for that he thanked her.

Cletus continued to lounge in his cell, his straight-jacket making it uncomfortable to lay down, and thus, he sat upright, staring at the wall with thoughts of murder ever-present in his mind. He needed to shed some blood again before he got too much more out of practice in what he considered to be the fine art of murder. But before he could to that he first needed to get out of his hated straight-jacket, which they'd kept him in ever since they found that he'd snapped the neck of his last cell-mate while they were both in the showers. The new cell-mate they'd given him was a great deal larger but no less terrified of the sadist he shared a cell with. Finally, Kassady's blank stare at the world turned into a wicked grin when his ears picked up a familiar faint sound…

"It took you long enough to get here"

"Huh?" Kassady's cellmate asked groggily, woken up from his sleep. "You talkin to me?"

"No you idiot, I'm talking to an old friend."

"Oh great. Ya talk to yourself to. No wonder they locked ya up in here."

"Oh no…it's not that. Is it?"

"Wha-?"

But before Cletus's cellmate could even make heads or tails of what was going on, a red, writhing slime appeared on Kassady's body, and in the following few moments it surged up his body before enveloping it entirely. And in this instant Cletus Kassady was fully reunited with the red symbiote that had helped make him a more dangerous monster than ever before. Cletus relished every moment of said reunion, and soon the monster had returned in full. Carnage was reborn.

"Oh no…"

Carnage grinned at his cellmate, at least as much as was possible for him now that he was covered head-to-toe in an alien symbiote. His hands morphed into axe blades as he stared down his trembling cellmate.

"Oh yessss…"

And before anything could be done, Carnage mercilessly hacked his cell-mate to pieces and then did the same to his cell's bars. An unfortunate security guard happened to be on patrol at that moment and he met the same bloody end as Carnage's cellmate. Having now murdered two people in the span of but a few moments, Carnage screeched with joy.

"FREE! I'm finally free! And now it's time for some _real_ fun!"

Bounding down the hallways of Ravencroft with superhuman speed, Carnage wasted little time going on a homicidal rampage, savagely murdering any and all unfortunate souls who crossed his path. As his axe and sword blade hands and many tentacle-like tendrils went swinging left and right with reckless abandon, Carnage inevitably destroyed some of the holding cells of his fellow inmates. The smart ones stayed in their cells, trembling with fear. The unwise ones attempted to make a run for it in a desperate bid to escape prison. These inmates were promptly slaughtered by Carnage without mercy, with the symbiote supervillain cracking remarks with every kill that were equal parts sardonic and sadistic.

"Hey you! Don't you know you're not supposed to be out and about at this late hour? Or "YOU! You should be ashamed of yourself! Trying to escape? Oh, you need to be punished for that!"

Having now killed almost half a dozen of his fellow inmates, Carnage kept running forward on his rampage, until he was stopped by a small team of guards with M16's and full riot gear trained on him.

"Freeze Carnage!"

But Carnage launched a red spiked tendril at the chest of one of the guards. Despite the guard's protection, the spiked tendril went through him, and Carnage then pulled on the tendril, sending the guard face-first onto the floor. The other guards opened fire, but Carnage's symbiote-suit resisted the bullets long enough for him to unleash more sweeping tendrils that either disarmed the guards of their guns or slashed them to bits. One guard's rifle was knocked askew, sending several bullets right into the control panel to a door that housed another super-powered inmate. The second the bullets impacted with the control panel a mess of sparks and smoke was sent up before the door was then blasted down in an electrical explosion that was nothing short of jaw-dropping. When the dust settled, out stepped Electro, forever clad in his jumpsuit that did nothing to stop his power from being unleashed. Only keep him alive. Electro gathered more electricity around him as he walked out fully. Carnage looked on at the spectacle with glee.

"Electro, how's my favorite living lightning bolt doing?"

"Free…I'm finally free…I'm gonna tear this lousy place to the ground!" As Electro shouted this, more electricity surged out of his arms and bolts blasted outward, damaging the ceiling above them.

"Yes! YES! Another guy cut from the same murderous cloth! Come on sparky lets have some fun! Fry them first!"

Carnage pointed a single red razor-sharp finger at the fleeing security guards. Electro turned to them and angrily fired several blasts of lightning at them as Carnage watched with delight. Electro then turned and fired another blast of electricity at another cell with a control panel like the one on his. The blast short-circuited it, deactivating its security measures. All of two seconds later, the massive steel door was punched down and out stepped the armored beast known as the Rhino.

Rhino grunted loudly in anger, and Carnage practically burst with joy at how he had now freed not one, but two supervillains. And indeed, as Electro unleashed the full fury of his electrical powers on the institution that had locked him up for so long, so too did Rhino take to savagely punching and smashing everything in his path. And all the while Carnage watched it all unfold with homicidal glee.

_Those two are gonna tear this whole place down…better not stick around. Heh heh…"_

And with that Carnage ran off, using the chaos and the implosion of the asylum to make his getaway, moving with the speed and agility that the symbiote offered him in great amounts. One last security guard staggered to his feet and attempted to blast Carnage at point-blank with his shotgun, but Carnage merely sliced the gun in half and mercilessly cut him down.

As Carnage made his way out through a back-door, he screamed at the sky with an unholy pleasure derived from absolute cruelty and boundless evil.

"New York, here comes CARNAGE!"

-X-

As Ravencroft Institute was torn asunder by the combined fury of Electro and the Rhino, yet another supervillain made his getaway in the chaos of it all. And no sooner did he put some distance between himself and the asylum did he contact his "employer".

"It's done. I smuggled that thing in just like you told me to. And now Ravencroft Institute's one big pile of bricks. What the hell was that thing anyway?"

"It was a _gift_ Herman. A gift for a _friend._ Because after all, what kind of a friend does not give gifts to those he cares about?"

Shocker snorted in disbelief. "Some gift."

"Oh trust me Herman. This turn of events is very much to our advantage. You'll see. Just give it time and watch the...chaos, that will ensue as a result of Mr. Kassady's great escape."

-X-

With Mary Jane's promise still fresh in his mind, Peter Parker took out his phone and called his ex-girlfriend's number. He didn't have to wait long before she answered.

"Hello?"

"Hi, MJ it's Peter. I was wondering if...if we could talk."

For a moment or two Mary Jane did not respond, but then following what sounded almost to Peter like a sigh she answered: "Sure Peter. What do you want to talk about?"

"Oh, nothing in particular. Just whatever's on your mind."

"Well if you must know my acting career's been doing well. I may have landed a major part. I'll need to wait and see who they decided to cast."

"I seriously doubt they could ever pick anyone better then you."

"That's sweet of you to say Peter. So what about you? You ever managed to convince your boss to actually pay you a living wage?"

Peter had to suppress a laugh at Mary Jane's suggestion. "No, and I think I can put that right underneath 'punching out Thor' on the list of things I'm never gonna be able to do. Ever."

"Honestly Peter I don't know why you still work there. Why not try to find a better job?"

"Eh, I've considered it a few times. But I do have friends there. That and strange as it is to say, that place has grown on me. Warts and all."

As Peter said this, his attention briefly turned back to the TV that was still on in his room. Seeing that it was mentioning something about Ravencroft and showing footage of a destroyed building, Peter's attention was caught. "Uh...hang on MJ something just came up." Then, turning up the volume Peter managed to get the full story: "...New York's longtime institution for the psychopathic and the criminally insane was just torn asunder, only an hour ago…"

Peter felt his stomach knot up. He didn't like the sound of a building being destroyed and his not being there to help. Especially a building that contained a lot of dangerous people.

"…When asked about the cause of the devastation, Ravencroft Doctor Ashley Kafka admitted that the institute had been containing numerous supervillains in the hopes that the doctor and her staff could rehabilitate them. Among the super-powered inmates contained there included infamous Serial Killer Cletus Kassady, also known as 'Carnage', and Max Dillon, better known by his alias 'Electro'…"

Peter couldn't believe his ears. Try and rehabilitate supervillains like Carnage? People who were psychopaths and killers long before they donned the costumes?

"_Those idiots…"_

…"Thanks to the breakout, nearly a dozen super-powered criminals are currently at large. In addition to Kassady and Dillon, the other superpowered inmates who are unaccounted for and believed to be at large are Aleski Systevech, Abner Jenkins, Fred Myers, Dmitri Kravinoff, Macdonald Gargan…"

Peter's heart sank even lower with each mentioned name. As if Carnage by himself wasn't bad enough, he now had to worry about two Sinister Six's worth of supervillains running around, doing whatever they pleased. This was a complete disaster, and the more that sank in, the more nauseous Peter became...

"Oh my God…MJ…are you…did you hear what's…?"

"I heard Tiger." Even though he could only hear her voice Peter could sense the pleading tone in it. He could just imagine the look on her face, one silently begging him not to go out and risk his life once again.

"MJ, I have to stop them. Please, don't worry. Those freed supervillains aren't all going to be in one place. And besides, some of these guys aren't exactly A-Listers, especially without their gear. I'll be fine."

"What about Carnage Peter? That monster nearly killed you last time!"

"I know, I know. But I still beat Carnage. And I can definitely beat him again. Besides, there's no way I'm letting that psycho murder more innocent people. Not on my watch."

MJ gave an exasperated sigh. "I don't want to see you in a body bag Peter. This is _exactly_ what we've gone over before."

"Come on MJ, I've gone swinging into danger loads of times before. And I've always made it back. And yes I know we've been over all of this before, and I'm sorry about that. But nobody else can stop Carnage."

"What about the Avengers Peter? Why can't _they_ handle this?"

"There is no Avengers right now." Peter said grimly. "And besides, they tend to deal with even bigger stuff than one slime-covered nut. That's where Spider-Man comes in."

Mary Jane sighed again. "Go. I can't stop you. But just know that I hate seeing you do this."

"I know MJ, I know. But thanks for understanding."

"I don't understand really." Mary Jane admitted. "But like I said, there's no stopping you." Then, after a moment's hesitation she added reluctantly: "Go get em' Tiger."

Peter smiled. "Thanks MJ. I'll be back."

And so, Peter, as much as it pained him, got up, grabbed the backpack containing his Spider-Man costume, and exited his apartment. Once he put some good distance between himself and his apartment he changed into his Spider-Man costume and promptly swung off, making his way to the main city where he knew Carnage already was…

-X-

It didn't take Spider-Man long to find Carnage. The symbiotic serial killer had already blazed quite the path of death and destruction. Cars were overturned, small shops smashed to pieces, and civilians mercilessly cut down, their bodies lying in the streets. Seeing all of the devastation ignited a certain amount of righteous fury in Spider-Man's heart. More than anyone except maybe the Green Goblin, Carnage was the biggest monster he had ever seen. At least other villains were in it for the money, or revenge against him as it more often were. Even Venom had his self-righteous delusions and fancied himself a protector of society. But Carnage killed for the sake of killing, and that disgusted Peter.

Still, it did mean that Carnage was quite easy to track. Spider-Man simply followed the trail of destruction, as painful as it was, to its source. And sure enough, he soon came upon Carnage in the process of smashing another vehicle to pieces before yanking out its driver and getting set to impale him upon a sword hand…

Spider-Man fired a few web bullets at Carnage's face and then swung in as hard and fast as he could, kicking the psychotic villain to the ground. Carnage dropped the car driver in the process and Spider-Man shouted at him to run. As the man did as he was told, Spider-Man prepared to square off against his deadly adversary.

"Heh, heh…Spider-Man…SO glad you're here. I've been waiting to tear you to pieces for a while now. 'Cause if there's _one_ person I hate more then dear old daddy Venom…"

Carnage unleashed a flurry of razor-sharp tendrils at Spider-Man who dodged each one as it came with his superhuman agility.

"**_IT'S YOU_**!"

Spider-Man kept moving as Carnage directed more of his tendrils at him. Carnage grabbed the nearby car and hurled it at Spider-Man, who leaped out of the way. Spider-Man ripped one of the doors off the car and hurled it back at Carnage. Carnage sliced the door in two with a sword hand and then lunged at Spider-Man, only for his axe and sword hands to end up embedding themselves in the pavement as Spider-Man avoided the attacks. Spider-Man then moved in while Carnage was prone, delivering a flurry of punches and kicks as he sped at Carnage. Carnage rolled with every blow, before he finally ripped his axe-hand out of the ground and attempted to decapitate Spider-Man by swinging it in a sweeping blow. But Spider-Man ducked under the swing and struck Carnage with a vicious uppercut that sent him reeling back.

Carnage retaliated with multiple slashes and thrusts of his sword and axe hands, each of which Spider-Man dodged with ease. Carnage grew infuriated the more Spider-Man avoided him, and attempted to just punch him as hard as he could. Spider-Man narrowly avoided Carnage's desperate punch, and replied in kind, but Carnage was ready for this assault, and dodged the blows. He attempted one more thrust, but Spider-Man leaped back to dodge the thrust, kicking Carnage as he did so.

Spider-Man then prepared to go on the defensive as Carnage got back on his clawed feet and morphed his hand into an axe-blade, which he then hurled as a throwing weapon. Spider-Man narrowly dodged the bladed projectile only to be pulled towards Carnage with the villain's tendrils once again. Before Spider-Man could break free, Carnage pulled him towards him fully and viciously punched him before kneeing him in the stomach, bringing Spider-Man to his knees. Spider-Man launched upwards, punching Carnage as hard as he could, but Carnage simply rolled with the punch, and then swatted Spider-Man away, where the web-slinger tumbled and landed on the pavement bruised and beaten.

Carnage walked over to Spider-Man and stood over the hero's body with sadistic glee.

"Heh, heh, heh…this is the only way it could have ended…"

Carnage picked Spider-Man up by the shirt-piece of his costume, and viciously smacked him around with his fist, punching him half-a-dozen times. Spider-Man did his best to roll with each punch but they were vicious, each one feeling like it had knocked his jaw right off. Finally, Carnage threw Spider-Man in the opposite direction. As he went sailing through the air, Spider-Man attempted to fire a strand of webbing onto a nearby lamppost and swing to safety, but by the time the webbing hit the lamppost, he had already crashed into a nearby car. He silently cursed himself for his failure as his heart began to race. He couldn't lose. Not here, not now…

Spider-Man attempted to stagger to his feet as Carnage walked over to him, his hand already having transformed into a sword blade once more, this one larger then the others.

"Look at you. Some hero right? You fight, and fight, and fight…and for what? To end up dead in the street"

Spider-Man staggered up fully only to be grabbed and thrown back down to the ground by Carnage. As Spider-Man attempted to force himself up, Carnage stepped down hard on his back, planting him into the ground. He then turned Spider-Man over with his foot as the hero's panic began to give way to despair. He was failing. _It couldn't be happening,_ he thought. _Not here, not now…_

"Hacked apart by some demented mad-man covered in red slime. That's sad. Heh, heh, heh…."

Spider-Man said nothing. He merely lied there, beaten, and bruised, incapable of getting up. His only thoughts were on Mary Jane, who had always feared that this day would come.

_Forgive me MJ…_

Carnage picked Spider-Man up and sneered at him.

"Your days of swinging around in footie pajamas are over…"

Carnage threw Spider-Man away once more, and this time, Spider-Man went crashing into the pavement. He could feel his shoulder bone fracture, if not break entirely. He grunted in pain. He could feel the blood in his mouth. Carnage walked over to Spider-Man as he staggered to his feet.

"Its time to get axed"

Carnage stepped in front of Spider-Man fully.

"I've won."

"Never. I'm never letting a sadistic monster like you…"

"Yes, yes. Keep preaching. Keep preaching…"

Carnage held his sword hand over his head, prepared to bring it down on his hated enemy once and for all.

"…as your world ends"

Spider-Man could only look up at the impending doom. He would have moved out of the way, but his body was in too much pain. He could barely stand, and even with his accelerated healing he still had not recovered sufficiently. And Carnage was more then swift enough to hit him anyway.

How could it have ended like this? Of course he always knew that it was a possibility…but to die at the hands of a madman like Carnage…Peter's only consolation was that he had saved as many as he could during his time in the tights. He had done his uncle Ben proud. But even this was weighed down by the knowledge that he might never see Mary Jane or his aunt again, or anyone else he cared about for that matter. He could not make peace with this end.

But before Carnage could deal the death-blow, he was tackled by a large black presence that appeared out of the blue, and the two wrestled before the black form forced Carnage back. Spider-Man knew who it was immediately. The one person who detested Carnage as much as he did and was also capable of fighting him on even ground.

As Venom continued to punch Carnage as hard as he could, he said in-between blows: "You. Have been. A bad…boy!"

Venom delivered one last punch as he said the last word, a blow which struck Carnage with all the force Venom could muster and knocked him backwards into the air. Carnage recovered from the uppercut in mid-air and then landed, ready to fight once more. By this point Spider-Man had managed to regain just a bit of his vitality, and stood up fully. He pulled up his mask to spit out some blood, and after doing so turned to Venom.

"What took you so long?"

Venom growled. "Shut up and fight"

And so, Spider-Man with what strength and speed he had left, and ignoring the vicious pain that wracked his entire body, pulled his mask back down and aided his old enemy in battling the one person they hated more than each other. As the flurry of blows Spider-Man and Venom were able to successfully land on him clearly showed, Carnage was ill-prepared to fend off their combined assault, the psychopath suffering hit after hit.

Eventually though, Carnage adapted to the situation, using his enhanced agility to dodge Venom and Spider-Man's strikes, and retaliating with a few slashes that were enough to injure and irritate his hated father. Spider-Man attempted to move in and got in a few more hits before Carnage swatted him away. Venom tackled Carnage again, only for Carnage to viciously lay into him with several brutal slashes and punches. Soon he had Venom on his knees.

"HA! Face it pops, you may be older, wiser, and have more experience with this whole Symbiote gig, but I'm still stronger than you and the web-head put together. Faster too. And more to the point, I actually have the vicious edge that you don't!"

Carnage made another swipe of his claws, and another slash of an axe-hand. Venom dodged both and punched Carnage hard across the face. Carnage reeled with the blow and then turned back around to face his hated father. Venom grinned.

"True. But you're still a sadistic brat in need of a spanking."

As Venom said this Spider-Man swung back in with the absolute last of his strength, and kicked Carnage in the back, planting his face into the pavement. Venom then closed in, pummeling his psychotic spawn with unrelenting brutality, only for Carnage to suddenly get up and unleash a mess of tendrils that knocked Spider-Man and Venom backwards.

"You're both fools! Try as you might, I'm still stronger than the both of ya! No matter how many times you slug away at me, I'll just keep coming back for more! Ya here? NOTHING CAN STOP CARNAGE!"

Venom lunged at Carnage and tackled him, bringing him to the ground. Carnage fought ferociously, clawing and scratching at his father, but Venom held firm.

"As we said…you have been a very bad boy. And bad boys must be punished…"

"What are you doing!?"

"Taking back what is ours."

It didn't take Carnage long to realize what his father meant. He screamed in terror. "No…NO!"

Carnage fought and struggled more viciously, but it was futile. As Spider-Man looked on in total shock, Carnage's symbiote began to retract and detach itself from Cletus Kassady's body, its red form mixing and merging with its parent's ebony-black arms and up his shoulders and chest before disappearing into it, all the while Kassady screaming in agony.

"NOOO!"

And then it was over. The Carnage symbiote was gone and Cletus Kassady was reduced to a shaking, scrawny little man who hardly seemed like any kind of danger without either his symbiote or any weapon to compensate for it.

"What…what did you do?"

Venom turned to Spider-Man.

"We reabsorbed the spawn. He lives inside us once again. And Kassady here is now just a powerless scum bag once again."

As Venom said this, Kassady exploded in anger: "You think I care? You think this stops me? I was dangerous_ long_ before that red shit was all over me! And I'm _just_ as dangerous now! **_Nothing stops Carnage_**!"

Venom knocked Kassady out with one punch across the face.

"Oh shut up."

Venom turned his attention back to Spider-Man:

"We would kill you Parker…but we're too weak from the fight and the reabsorbtion…and you _did _help stop Carnage…so we'll let you live."

"Gee thanks Brock. I'm really touched. Now if you excuse me, I need to drop this psycho off at the nearest jail and then get back to my worried sick ex-girlfriend."

And with that, Spider-Man webbed up Kassady and swung away with him in tow as Venom slinked away into the shadows. As Spider-Man swung away, he found himself thinking of how lucky he was that Venom had shown up when he had, which in of itself was pretty ironic, considering their antagonistic relationship.

But then that in turn got Spider-Man wondering: how had Venom known where to find him?

-X-

As Spider-Man swung off with Cletus Kassady, Venom disappeared back into what few dark places existed in the ever-vibrant and lively New York. And it was here that the person who had alerted him to Carnage's return met up with him once again.

"You return the victor I see. That's good."

"Carnage put up a fight, but he remains our inferior. And now that we have reabsorbed him he won't get a chance to have a rematch."

"Just as well. With Carnage out of the way things will be easier going forward."

"Yes...but how did you know where Carnage would be?"

Venom's counterpart shrugged. "Psychopaths like Carnage are just a bit predictable in their own way. At least as far as knowing what they're inevitably going to end up doing is concerned. They all crave killing. As to where I knew he'd be specifically..." the figure shrugged. "Call it a gut instinct."

"Heh. Sounds like bullshit to us, but it matters little either way. Carnage is gone, and like you said, that will make things easier in the future."

"You have no idea. But this is far from over. There is still much more that needs to be done. Events that need to happen and in some cases not happen. And we need to do our part to ensure that events progress along a certain path. If they don't the results will be...well, let's just say one half of you won't live to see it."

"And the spider has to play his part too we take it?" Venom asked, annoyance in his tone at the thought of his least favorite person in the world being necessary.

The figure nodded. "Absolutely. The time that follows soon will forever determine Spider-Man's destiny, yours, and a good deal many other people besides...including my own."

"Just who are you anyway?" Venom asked. "You never did say."

"And I don't intend to be any more forthcoming right now. At least...not yet."

"You certainly _look_ familiar."

"Trust me, I am a far cry from the person you're thinking of. In fact you might say I'm the..._white _sheep of my family."

-X-

Elsewhere in New York at that very moment, Shocker was back in the "safehouse" of his new employer, who at the moment was from Shocker's perspective desperately attempting to arrange something, or, more likely, was working on something in particular that was clearly of great importance. Finally, the figure seemed to finish his work and turned his head to face Shocker.

"The pieces are all in place: the time to move against our mutual foe is fast approaching. Much as I enjoyed seeing him pummel Spider-Man nigh unto death, slipping Carnage's symbiote into Ravencroft was simply so the homicidal madman would free the other contained supervillains. Its _them_ I'm after…"

"What for?"

"Haven't you been following Herman? _Revenge_. It's a good thing that our old friend Venom came to Spider-Man's rescue, otherwise we would have had our revenge taken from us by that super-powered soccer-hooligan…"

"Yeah, but what do the others have to do with our revenge? Are you gonna try and form another Sinister Six or something?"

"Oh no…the cunning warrior attacks neither the body nor the mind…the _heart_ is were we strike first. We attack his heart"

"And how do we that? By killing his loved ones?"

Shocke'rs associate smiled a wicked grin.

"You _are_ learning."

It was about then when a second man revealed himself, and Shocker recognized the rough-looking bald man with casual clothing and a large mechanical tail with a sickle-shaped head anywhere.

"I believe that you are familiar with Mr. Gargan here…or Scorpion as he prefers to be called…"


	4. Scorpion's Sting

Chapter 4: Scorpion's Sting

"We are ready to begin"

"Haven't you already said that?" Shocker asked impatiently. Shocker was still not thrilled at how he was a virtual prisoner of his "host", and what precious little was left of his patience was now wearing thin. His snippy question prompted his counterpart to turn and face him: "Don't take that tone with me Herman. You are still my prisoner after all. Calm yourself. Once this is all over, you will be able to claim that you had a part to play in Spider-Man's downfall."

"Yeah, like anybody's gonna believe that for one second. And I'm still doubting that this is gonna work. You haven't even begun to tell me what your big "master plan" here even is."

"Herman, I thought you were listening? There is no "master plan". We simply take from him all that he holds dear, and then we deal the _coup de grae_. Simple as that. As for how we go about doing this, well…that's where Mr. Gargan comes in…"

"I still don't get why you had to go to all of this trouble, freeing Scorpion and the others. If this is all about revenge, no big scheme, or anything, then why not just do it all yourself and spare yourself the trouble of all the plotting?"

"Oh, that was a great temptation, believe you me. But it would have been too obvious. I didn't want him knowing it was me so soon. And if I _had_ killed his loved ones myself and he knew it was me, he wouldn't have rested until he took me down. But this way, he'll never even know my hand in all of this until I'm ready to reveal myself"

"And that's when you deliver that _coup-de-grae_ you just mentioned?"

"Oh, yes…and just think, Shocker my boy! You'll have helped squash the Spider-Man…"

"I can't say I mind that notion, but I do mind the idea of the web-head ripping my head off it's shoulders after his wife or whoever he loves gets axed…"

"Oh don't be so presuming. He's never killed before, not even in the face of his _last _great tragedy…he doesn't have the spine to kill. That's his weakness. And that's how we'll kill _him_."

The shadowed figure turned in the opposite direction: "Gargan!"

"Yes boss?"

"Do unveil yourself please. The time has come for you to play your part in this game"

"Sure thing boss…"

Scorpion stepped forward, and Shocker got to see his new battle-suit in all its glory: the tail was the same, although the scythe-head looked slightly different, and the armor itself had changed radically from the old green body armor he used to wear. In its place was a green bodysuit with the upper chest protected by gray body armor, gray boots and knee-guards, and gray gauntlets with what Shocker could tell were pop-out blades retracted inside the wrist-armor. He was also wearing a helmet with a clamp-down translucent visor that also had wires inserted into either side of it.

"I gotta say boss, I'm really loving these new blades here…"

The serrated blades snapped out of the gauntlets, and Scorpion took to admiring them again.

"Yes, I thought that you would enjoy those. Capable of cutting flesh and bone. The tail-blade can also now emit an electrical aura, and is also laced with vibranium."

Shocker raised his eyebrows in surprise at the last bit. "Vibranium? Where'd you get your hands on that?"

The third man smiled. "Oh, I have my ways. I've got presents for you too Herman. You see I've studied those shock gauntlets you use. And I have from that constructed for you a new pair to use: ones that use pressurized air blasts in lieu of intense sonic vibrations. I've also constructed a new suit for you, one much more well armored so as to ensure that Spider-Man will no longer be able to defeat you in one or two blows."

Truth be told Shocker liked the sound of that, as he had always sought ways to upgrade himself on his own in the face of continued defeats at Spider-Man's hands.

"Well I'm certainly not a man to turn down any juicy incentives. Where's the suit?"

Shocker's benefactor smiled. "Right this way."

The new costume Shocker was presented with was similar in appearance to his old one down to the color scheme, but bulkier courtesy of the heavily armored torso. A bullet-resistant visor attached to the mask/helmet also covered Shocker's eyes. No sooner did he step into it and take his first steps in the new suit did Shocker feel both twice as big as he'd ever been before, and also twice as powerful. That he'd been given a new variant of his standard weapons only increased the latter feeling. For a brief moment Shocker dared to let thoughts of taking Spider-Man on in his new and improved form enter his mind and to finally get revenge on him, thoughts that Shocker typically dismissed as unprofessional and distracting.

"Well you weren't kidding when you said a new suit." Shocker said. His benefactor smiled.

"All to ensure that you are at your best for when Spider-Man shows up to combat you. And believe me, he very much will. The time to move out is almost upon us, but I have one more task for you before that."

Shocker frowned behind his mask at the thought of doing another errand for this man, especially in light of what the last one had entailed.

"What is it?"

"I am fully aware of your talents in mechanical devices Herman. A man who can build those weapons of yours from parts in prison is most certainly a man of intellect. So what I want from you is to examine Gargan's suit's new…features, and make sure that they are working properly. I also want you to upgrade them as you see fit"

Shocker couldn't believe his ears. After getting over his initial incredulousness, he asked irritably: "Why don't _you_ do it?"

"Because I'm not the one who has to earn my keep. Do it Herman, otherwise I can just cut you loose…along with your throat."

Shocker's blood froze before then rising to a boiling temperature. His fists clenched, and he found himself fighting the urge to yank the presumptuous man out of the shadows and pummel him until he cried uncle. He certainly felt stronger then he'd ever been before. But common sense, which had always been Shocker's one fail-safe, prevailed, and he begrudgingly nodded and walked over to Scorpion to examine his helmet.

"OK…this looks like a hi-tech HUD inserted into the helmet. Only seen this before once, Beetle had it. This looks more advanced though. I'm not sure what I can do with this, but I'll see…"

Shocker tinkered with the helmet a little bit, privately hoping that Scorpion wouldn't try and whack him with his tail while he was working. Shocker hadn't met Scorpion too many different times before, but from what he'd seen, the man was a brute, and a somewhat unhinged one too. Fortunately though, Scorpion held still, and after a while longer Shocker did as much with the helmet as he felt he could, and he closed the panel giving him access to the circuits.

"Hey boss, something just happened to my helmet. Its…its showing me things, and I don't get what its trying to…"

"That is simply a targeting device I inserted into the interface that Shocker just turned on and upgraded. With that you can track down your target more easily."

"That sounds cool I guess…how does it work?"

"Oh, just follow the instructions it presents to you. You do understand simple pictures don't do you?"

Scorpion growled but nodded in response all the same.

"Good. Now follow the coordinates I have uploaded into the helmet and you'll find the woman you need to kill."

"Got it. The Web-Head's gonna regret making me look like an ass all these years…"

"Your bloodlust is admirable Gargan." The villain's benefactor said with smugness. With his other hand he activated a console, and as Shocker looked on in confusion, the wall slid back, revealing…Shocker couldn't believe it. The entire time he'd been here, the safe-house had been behind an abandoned building that was a far cry from anything he could have conceived as far as hiding places went.

"Didn't a fashion designer used to work here? What the hell are we doing here?"

"I told you Herman, this place is a safe-house. It's only natural to choose somewhere inconspicuous…"

The man then turned back to a ready and eager Scorpion. "Go Gargan. Show no mercy"

Scorpion smirked. "Never do"

And with that Scorpion ran out of the safehouse and then out of the building, scaling the walls of the latter with adhesive powers very similar to Spider-Man's own. It came from having the DNA of a similar animal in his veins. Shocker, meanwhile, just stared out at the abandoned office of some fashion designer, incredulous that this of all places had been where he was all along. This only lasted for a few moments though before Shocker turned back to face his benefactor.

"And what am I doing in all this?"

"Follow him. Make sure he succeeds."

Shocker nodded and exited the building himself, finding as he did that his new outfit also contained a built-in GPS inserted near one of his shock gauntlets that allowed him to track Scorpion's signal. As he left though, another man who had up to that point been keeping to the shadows of the room and silently observing chose to make his presence known: "I take it I've got a target too?"

"Indeed you do Ryan. Her name is May Parker".

-X-

"So how has Peter been doing?"

Mary Jane looked up from her coffee cup and answered Liz from across their table at the Coffee Bean cafe:

"He's managing. Got hurt trying to snap some photos of that monster Carnage. Sometimes I just can't understand why he keeps that job when it keeps putting him in harm's way…"

Liz was tempted to ask if that was why she and Peter had broken up, but she didn't want to re-open old wounds and also figured she could readily answer her own question. Instead she elected to change the subject and said: "So...I hear your acting career has been taking off. Is it true you're starring in Marie Antoinette?"

MJ laughed a little before answering. "Yes, that's true. Never been so nervous before in my life."

"Ah, I think you'll do just fine. If Kirsten Dunst could pull it off I'm sure you can."

"Thanks for that vote of confidence. And how has Harry been?"

"You know, he's been doing well. I don't see him much anymore though, since he's usually away on business, or hidden away upstairs working on…something. I really don't know. But it means I really don't see much of him. Normie keeps asking me: "Where's daddy? Where's daddy?" and I really don't have any answer to give him…"

"I don't know Liz. If you ask me, you really should get Harry to start spending more time with you. You're his wife for pete's sake! What's more important than that?"

"I wish I knew. Then I'd know what it is he's always working on…"

-X-

Tall, graceful, slim but well-built and with snow colored hair and a beautiful face with few equals, Felicia Hardy was so adept at getting men's attention that she hardly needed to wear a costume, though it certainly helped. In this particular instance though, the man in question was not giving any good kind of attention. In fact he was trying to kill her.

Black Cat dodged the golden-colored ray that came her way and watched as the blast turned a nearby fire hydrant into solid gold.

"Stay back!" the shooter cried. "You cannot possibly defeat me! Not when this gun can turn you into solid gold!"

"You know, you could get rich with that gun. Why play costumed crook?"

"DIE!"

Black Cat sighed. Another supervillain with technology that was straight out of science-fiction and yet without a single brain cell in his head. Or any sense of fashion. A gun was still a gun though, regardless of how fancy it was. And Black Cat didn't want to push her luck seeing how long she could dodge his shots.

But before Black Cat could work out a means of taking Goldbug down, the D-Lister was tackled from above by a red-and-blue clad hero who Black Cat knew all-too-well.

"Hey there Spider. How's my favorite super-hero been doing?"

"Uh, fine, thanks for asking" Spider-Man replied as he webbed up the whining Goldbug to a nearby lamppost.

"Good. Well, its actually kind of convenient that I ran into you. I've been meaning to tell you something…"

Spider-Man didn't like the sound of that. He'd known Felicia long enough to know that she probably still harbored a lot of feelings for him, and also the pain from their earlier break-up. He couldn't help but fear that she might try and make a move on him, ignoring the fact that he was in the process of trying to get back together with Mary Jane. But as it was, what came out of Black Cat's mouth was one of the last things he had expected to hear: "Daredevil and this guy called Moon Knight have been putting together a team of street-levelers like us, and I was just wondering if maybe you would be interested in signing up? Would make keeping the streets clean a little easier…"

"Yeah, thanks but no thanks. I'm a loner remember? And that means a very strict "no teams allowed" policy."

"Isn't Wolverine a loner? He's got the X-Men."

"Yes well, that's Wolverine. I'm not Wolverine."

Black Cat laughed. "No, you're definitely not Wolverine…"

Black Cat moved closer to Spider-Man. His spider-sense wasn't tingling, but as far as Spider-Man was concerned, he was in trouble. Black Cat was, and always had been, seductive, and nothing had ever stopped that. He steeled himself as her green eyes continued their attempts to pierce through him.

"Cat please. I'm still in love with Mary Jane. I'm trying to get back with her...I can't do this. I'm sorry."

Black Cat sighed. "I know. Sorry Spider. It's just that…never mind. Call me sometime if you ever change your mind about the team thing…"

And with that, Black Cat turned and headed off in the opposite direction, her long majestic platinum blonde hair trailing behind her as she took off. Spider-Man just watched her go. He had no plans whatsoever of joining a team, but, at the same time, he couldn't help his curiosity, so he called out to her:

"What's the name of this team?"

Black Cat turned around to face her former lover and gave her answer:

"The Marvel Knights."

-X-

Scorpion made his way through the cityscape with an amount of stealth that he wasn't accustomed to using. But despite this his boss had been _**very**_ clear with him: stay out of sight. They could not have Spider-Man knowing that Scorpion was out and about, or he'd stop him before he got anywhere close to Spider-Man's loved ones. Stealth and a low profile were essential here, so Gargan cooperated and kept out of sight.

It wasn't easy though. Again, this kind of stealthy way of moving about was not what Scorpion was used to, especially with his long muscular tail in particular being difficult to keep out of sight. In addition Scorpion found he had difficulty moving quickly whilst still staying in the shadows, struggled to figure out what the best routes to his target would be, and, in all honesty, he just didn't have the patience for it.

Scorpion groaned in frustration. This was taking far too long, and he wasn't sure how much further he could keep up the hunt before he snapped and started acting careless. He looked up at his helmet's HUD. The tracker device his boss had inserted into it told him that he still had a ways to go, but he was also moving faster than he had thought. If he kept going at the speed he was at and didn't slow down, he would reach his target in less than 20 minutes.

20 Minutes. He could keep his half-hearted stealth up for that long. And once his target showed up, it would be all worth it. He couldn't wait to swing his tail again. Or to try out his new blades.

_Look out wall-crawler, the Scorpion's gonna make you wish you were dead…_

-X-

"PARKER! What the hell are you doing in my off—"

"J.J. It's photos of Spider-Man's battle with Carnage. I just thought that you might be interested."

"Photos of a battle between Spider-Man and the other wacko you say? Sure Parker, I'll take those off your hands. Give you the usual pay. Then you scat. Understood?"

"Uh, actually JJ, I've been meaning to ask you: since I've been working here, for oh, almost a decade now, I was wondering; can I please have a raise?"

JJ did not respond to Peter's question. Instead he just stared silently at him, as if Peter had just disappeared before his eyes and he was still trying to figure out how. But then, JJ's blank expression of disbelief turned into a smile, and soon he was laughing at the top of his lungs.

"A RAISE? Ha, ha, ha, ha, HAHAHA! Parker, all these years you've been here I never took ya for having a sense of humor! A raise! HA!"

Finally, after he calmed down a bit, JJ opened his eyes, and could see that Peter was still there. And his facial expression was not one of amusement. Then it dawned on JJ that Peter was being serious.

"A RAISE!? Are you completely nuts Parker? Why would I take more money out of my pockets to give to you?"

"Come on boss, I've given you great photos for nine 1/2 years!"

"And Miss Brant's been my secretary for 10. Your point?"

"JJ…"

The conversation was interrupted by a deafening explosion that tore through the area and made JJ launch up in his chair, simultaneously causing him to knock over most of what was on his desk. Peter and JJ both rushed to the window and saw that a car had been overturned and was now ablaze. Soaring in the air was the armored villain known as Beetle, along with a man wearing the Vulture's gear but Peter could see was clearly not Adrian Toomes. JJ turned to Peter: "Parker, here's the deal: you get me photos of those two nuts, right here, right next to the Bugle right now, and I double your pay. Sound fair?"

"Uh…sure JJ, thanks. I'll just go get those photos…"

"Good. Now hurry Peter. HURRY! Those two ain't gonna be there forever!"

Wasting no time, Peter rushed out of Jonah's office and then out of the Daily Bugle. Changing into his Spider-Man costume, he swung into action against Beetle and the would-be Vulture, both of whom went at him the second they saw him. As the battle began in earnest though, Spider-Man heard his phone begin to ring. Swearing under his breath, Spider-Man took out the phone while simultaneously leaping into the air to avoid one of the Beetle's electrical blasts.

"Uh, hello, who is this?"

"Peter? It's me MJ. I've been thinking about what you said, and I'm willing to talk some more. Can you meet me at the Coffee Bean?"

"Uh, yeah sure I can do that. Just give me some time to get there…" Spider-Man said as he narrowly avoided a slash of the would-be-Vulture's wings.

"Peter, is everything OK?"

"Uh, yeah, yeah everything's fine" Spider-Man said before hanging up. As he did though Beetle struck him in the chest with another electrical blast, which was sufficient to knock Spider-Man backwards. As this happened his phone fell out of his hands and landed hard on the ground.

_Damn, there goes the phone._

-X-

Ryan sat with his sniper rifle at the ready, hiding out of view of the houses in the neighborhood. Queens. Spider-Man's aunt lived in Queens. This whole time, Ryan had never suspected the Amazing Spider-Man of having such an underwhelming background. But maybe in hindsight it wasn't so surprising. He always was an underdog…

Ryan returned his attentions to what was on display in his scope, focusing on the elderly woman who was Spider-Man's aunt, and waiting for the opportune moment to take the shot. He wanted to make sure that all was quiet so when the shot was fired, he could get away with the least amount of trouble.

But as Ryan was getting ready to pull the trigger, he was tackled out of nowhere by a large dark form that grabbed him and hurled him out into the street. Grunting in pain from the cracked bones, Ryan staggered to his feet and took aim at the massive black figure coming at him.

But the black figure was agile, and he moved out of the way of Ryan's sniper rifle. Soon he was right on top of him, grabbing Ryan's sniper rifle and smashing it on the ground with enough force that it broke like a twig. Now in full view, Ryan could see that his attacker was Venom. Desperate and panicking, Ryan drew a handgun and started firing at Venom, but the bullets had little to no effect. Grunting angrily, Venom grabbed Ryan's pistol arm, and hoisted him up by it, crushing the arm as he did so. Ryan screamed in agony. Venom opened his mouth and bared his fangs, hissing as his long tongue came out and flickered about.

Desperate, Ryan grabbed his knife with his free hand, and jammed it as hard as he could into Venom's open mouth. Venom screamed in agony, releasing his grip on Ryan as he clutched his bleeding mouth. Not bothering to stick around, Ryan fled as Venom's symbiote took to trying to repair the damage done to his mouth. By now, May Parker had come out to see what was going on, and she wasn't the only one either. She stopped dead in her tracks upon seeing Venom. The symbiote anti-hero turned to her and said darkly:

"Go…back inside Ms. Parker. We're not going to hurt you."

Aunt May said nothing, she just cautiously eyed Venom, then the small bit of blood forming near Venom's feet, and then finally inched back inside and shut the door.

-X-

Peter stood over the beaten and battered Blackie Drago triumphant, and satisfied that of the 14 or so escaped supervillains, he'd already recaptured three. Between Carnage, Goldbug, and now the wannabe Vulture, he was doing pretty good. Unfortunately, most of the more dangerous ones, Electro, Rhino, and Scorpion, were still out there. Thinking of how many villains there still were caused Peter to suddenly lose his previous pride in how far he'd come. Really, he still had a ways to go, especially considering that Beetle had managed to get away. Jonah was undoubtedly going to use that to smear Spider-Man's image, which in turn elicited an exasperated and self-pitying sigh.

Remembering though that he had still honored his end of Jonah's deal, Spider-Man made sure to leave Blackie Drago for the police securely webbed up and then discreetly made his way back to the Daily Bugle to get his raise from JJ. To his pleasant surprise, JJ kept good on his promise, and Peter left the Daily Bugle a happy Spider-Man. Now that that was out of the way, he would be seeing if he couldn't catch up with May Jane and spend the rest of the day with her. And maybe with just a bit of luck convince her to take him back at long last.

Swinging through the city with boundless energy that came from his pleasure at a good day's work, Spider-Man made his way to the Coffee Bean.

-X-

Mary Jane looked up from her table with a frown on her face as she saw Peter Parker arrive a good ten minutes later then what she had wanted. Seeing the look on Mary Jane's face, guilt appeared over Peter's as he made his way over to her.

"Hey MJ sorry I'm late. I got…held up"

Mary Jane quickly caught on to what Peter meant and said with a sigh: "It feels like every time we try to talk there's always something to remind me why we broke up in the first place."

Peter was tempted to say something in his defense, but quickly realized that he wasn't sure _what_ he could say. Mary Jane's criticism, while biting, had merit. And loathe as he was to admit it Peter knew this to be true. He felt himself crumbling inside as his chances of regaining his romance with Mary Jane looked to be getting dimmer still.

But then, as Peter was about to open his mouth to say something else, something reassuring, the world around him slowed down and an intense ringing hit the back of his head before making his way up to the front. He knew this feeling of course, and it's intensity this time around meant it was particularly bad.

"Get down!"

Leaping forward with his superhuman speed, Peter tackled Mary Jane and pushed her backwards, both of them hitting the ground as a large car went sailing through the air before smashing through the Coffee Bean. Looking up and in the direction the car had come from, Peter could see who had thrown the car: Scorpion.

_No, no, not now. Not now..._

Peter dared to look at Mary Jane for a brief moment, whose face betrayed no disapproval at what she knew what was going to come next. Getting up and helping Mary Jane to her feet as well, Peter ran with her behind the Coffee Bean as everyone else fled in terror. In the chaos of it all no one saw Peter duck into the ruined cafe and change into his Spider-Man costume. Suddenly feeling a rush of emotion as his body heated up, Spider-Man found himself shaking and his fists clenching at how _another_ supervillain had shown up at the worst possible time to ruin the other half of his life once more.

_You're in for it now Gargan..._

Leaping out of the store and taking to the air on his webs, Spider-Man swung into action against Scorpion, who he quickly identified as having gotten a new suit and almost certainly some new and improved weapons along with it. One swing of the villain's tail that gave of electricity only served to confirm the latter in Spider-Man's mind.

Knowing he'd need to play it safe where the tail was concerned, Spider-Man stood his ground, and waited for Scorpion to charge towards him again. Scorpion began to swing his tail around again and again in a sweeping arc, and Spider-Man ducked under each sweeping swing as it came before at last moving backwards as Scorpion brought the full force of his bladed tail down on the ground. The tail blade embedded itself in the ground, and Scorpion struggled to pull it out. Taking this as a brief opportunity for attack, Spider-Man closed the distance between him and Scorpion and began pummeling him hard and fast.

No sooner did Scorpion free his tail did Spider-Man leap out of the way of his next attack. He was all set to latch a web-line onto a nearby building and from that swing to safety, but his Spider-Sense alerted him to danger coming from a different direction. Maneuvering his body out of the way, Spider-Man narrowly avoided an incoming blast that was a little too familiar for comfort. Landing and turning to see who it was, Spider-Man was dismayed to see a bigger, bulkier Shocker with what looked to be new shock gauntlets coming towards him.

"Shocker. Correct me if I'm wrong but I seem to remember you getting arrested..."

"You remembered it wrong." Shocker replied bluntly before firing out another blast from his new gauntlets. Spider-Man avoided this attack, but was unable to then move out of the way when Scorpion rammed into him with the force of a speeding car. Spider-Man was knocked into the air by the attack, and was only barely able to react in time to move his body out of the way of another one of Shocker's attacks. Crash-landing, Spider-Man staggered to his feet just in time to avoid another charging attack by Scorpion, as he did sticking himself onto his back and noticing the wires coming out of the main tail.

"These look important." Spider-Man noted matter-of-factly before grabbing them and ripping them out with as much strength as he could. Scorpion screamed in anger before trying to buck Spider-Man off of him. He eventually succeeded, and Spider-Man leaped into the air, swinging away as Scorpion recovered from the attack.

"Gargan! Remember what we're here for!"

"Right, right" Scorpion nodded, though privately he felt his control slipping as his more bestial side threatened to take over again. Scorpion's mind had been dangerously fragile ever since he'd first been transformed into a supervillain. Checking his HUD, Scorpion was pleased to see that his target hadn't gotten too far in the chaos of his battle with Spider-Man. Seeing that she had run down the street going to the left, Scorpion took off after her. Seeing Scorpion go, Spider-Man was ready to move in after him before an incoming blast from Shocker forced him to move out of the way. He turned back around to face Shocker and found himself having to move out of the way of _another_ attack, the dodged blast destroying some of the tables and chairs outside of the Coffee Bean and sending others up into the air.

"You're not going anywhere web-head. Not when I'm still having way too much fun trying out my new toys."

"Revenge isn't your style Shocky." Spider-Man noted.

"No, but it's Scorpion's. And the guy we both work for too."

"What?"

"Whoops, shouldn't have said that last bit. Eh, doesn't matter much, seeing as how you won't live to find out anymore."

Shocker unleashed another shock blast and once more Spider-Man moved out of the way. Knowing he needed to pursue Scorpion before he went on to hurt anyone else, Spider-Man fired some webbing at Shocker, who dispersed it with another blast from his gauntlets. Taking advantage of Shocker being temporarily pre-occupied Spider-Man took to the air and began swinging off after Scorpion, going as fast as he could to make up for all of the distance Scorpion had put between them.

Eventually, Spider-Man did indeed see Scorpion up ahead, but that wasn't all of it. In one of his hands was a woman's leg, and then the whole body as Scorpion dragged her out of her hiding place and into full view. And when Spider-Man saw who the woman in question was, he surged towards Scorpion as fast as he could.

"**_NO!"_** Spider-Man shouted as he smashed into Scorpion with the full force of his strength and body. The resulting impact knocked Scorpion backwards and flying several feet before he finally hit the ground and skidded to a halt. Staggering to his feet, Scorpion had no time to react before Spider-Man charged at him again and drove his fist into Scorpion's body, smashing into his armor and knocking the wind out of the villain. Spider-Man followed this up with several more lightning-fast attacks that smashed Scorpion's visor to tiny glass shards and sent blood flying out of his mouth and nose. So consumed in his attack was Spider-Man that he didn't heed his Spider-Sense in time to move out of the way of another of Shocker's attacks, which struck him hard in the back and knocked him forwards and over Scorpion's body. Recovering from the attack, Spider-Man was ready for the next attack and moved out of the way in time. Shocker aimed his next blast at Mary Jane, who Spider-Man grabbed before web-swinging into the air and away from the two supervillains. Taking Mary Jane to a nearby rooftop he dropped her there before swinging in to confront Shocker again, dodging another one of his blasts as he did.

"If you two have a problem, it's with me." Spider-Man growled as he finally closed the distance between him and Shocker and began delivering several rapid-fire strikes. Shocker's more armored suit however was able to weather the blows just long enough to activate an alternate firing mode for his gauntlets which caused his entire body to vibrate. Now no longer able to hurt his opponent, Spider-Man put some distance between him and prepared himself for another of Shocker's blasts. As he backed away though, Scorpion at last got back to his feet and charged towards Spider-Man, eager to pay him back for the beating he had received at the hero's hands. Caught between a pressurized air blast and a hard place, Spider-Man ended up choosing the latter, and Scorpion rammed into him, knocking Spider-Man forward. Using all of his strength, Spider-Man managed to throw Scorpion off of him, as he did turning to see Shocker firing more pressurized air blasts at the building Mary Jane was on.

Adrenaline and rage again surging through his body in equal measure, Spider-Man went at Shocker once more and this time, Shocker's armor was not enough to withstand Spider-Man's rage. The wall crawler's assault was merciless, and soon Shocker was down for the count. Turning around to see Scorpion making his way to the building Mary Jane was on, Spider-Man next went at him and resumed his offensive. With Scorpion still injured from Spider-Man's opening assault, he was ill-prepared to weather another, and soon Scorpion too was defeated.

With the two supervillains bested, Spider-Man made his way up to the rooftop in full to make sure Mary Jane was alright. As he approached though she nervously backed away from him, as she did eyeing his logo warily.

"Mary Jane it's alright...it's over."

Mary Jane sighed and shook her head. "But that's just it Peter. It will _never_ be over. This is who you are, you've made that very clear so many times now. And I can't live with that. Especially when today's just shown how dangerous this life is for _me, _not just you."

As Mary Jane said this, Spider-Man suddenly felt all of the injuries he had just suffered much more acutely than before. And the more Mary Jane's words sunk in and the more he realized just how absolutely right she was, the more in pain he felt. All of a sudden Spider-Man realized he wished he was still being attacked by his enemies. There was nothing they could bring to bear against him that would effect him the way this did.

"I'm sorry Peter, but..."

Spider-Man held up a hand. "No, you're..." he trailed off. He didn't want to say it. He had hoped so desperately that things would work out between him and Mary Jane. That he could convince her to take him back. But now that he had been forced to acknowledge yet another problem with their would-be relationship, one much more severe then the others, he realized that there was nothing left for him to say. Nothing except one single word.

"...right." Spider-Man finished. "You're right. I'm sorry Mary Jane, I..." Again, Spider-Man stopped short. He turned his back to Mary Jane. "I'm sorry I ever hurt you. I just..."

"I know Tiger." Mary Jane said. Tiger. That had always been her pet name for him. To hear her use it now though just made him feel worse as he thought back to the fonder memories of the past that he could never make a part of the present or future. Privately Spider-Man hoped that that was not the reason she used it now. To drive him further away.

Police sirens filled the air. Spider-Man turned back around to look at Mary Jane, who returned his masked gaze with a look of apology. "You should go."

Spider-Man nodded and then, without another word shot a web-line at a nearby building and took to the air once more.

**Author's Note: For those who are confused about some of the more minor parts of Spidey history referenced here:**

**Goldbug is a minor Spider-Man villain who first appeared in the Spectacular Spider-Man comic series. He was killed by the Punisher during Civil War.**

**Blackie Drago first appeared in Amazing Spider-Man Issue 48. He shared a cell with the original Vulture Adrian Toomes. At the time, Toomes was mortally ill, and not wanting to die before Spider-Man, he told Drago where to find his Vulture harness. Drago escaped from prison, became the second Vulture, and went after Spider-Man. Lacking the experience Toomes he had, he was defeated easily. In the Ultimate Marvel Universe, he is the regular Vulture.**


	5. On A Wing and A Prayer

Chapter 5: On a Wing and a Prayer

"Curious. Ryan has not reported back to me. He's late." Toomes' newest associate made a "tsk tsk" sound as he finished his sentence. "That simply won't do." he turned to face Adrian Toomes directly. "Have you ever had to deal with henchmen Mr. Toomes? Because if you haven't I can tell you they really do feel like more trouble than they're worth sometimes."

"I had an errand boy." Toomes noted. "And now he's right back in prison again. As always I have Spider-Man to thank for my woes."

"That is something we have in common Mr. Toomes. And it's why I make you this offer now."

"You'll forgive me of course for remaining just a bit suspicious. You make a lot of big promises for someone who's been...out of town for so long."

"All of that time was spent planning and plotting I assure you. I've gone to great lengths to ensure that this will be the last time our mutual foe will ever trouble us."

"Like I said, I've heard it all before." Toomes said, shaking his head as he did. "And no one ever follows through. None of my tenures on the Sinister Six ever yielded any real results. And I certainly haven't had any luck with anyone else either."

"Perhaps you simply need to broaden your perspectives to...stronger allies."

Toomes allowed himself a dry smile. "And I assume you think of yourself as one such person?"

"Oh, I _know _I am. And my plans will continue with or without you. It's up to you whether or not you want to take my offer."

Toomes eyed the extended hand warily. He was still skeptical about this offer, but also knew that so long as Spider-Man remained active his own career would never become any more successful or lucrative. Spider-Man needed to go, and on that level Vulture would welcome any promising solution to his arachnid problem. But whether or not the proposed alliance was one such promising solution was what concerned Toomes.

"Come on Toomes. What do you possibly have to lose?"

"I can think of a few different things." Toomes said with a frown. "I haven't lived as long as I have by jumping into any old lunatic's car and going on a ride with him."

Toomes' counterpart feigned hurt at the remark. "I'm wounded that you would consider me such a lunatic, truly." Then, he smiled wickedly. "I think we both know that I'm your best shot right now at getting rid of the biggest thorn in your side there is. You know you need me Toomes. Thing is, I don't need you. So it's your choice really. Choose wisely."

Again Adrian Toomes eyed the extended hand. Finally, with a sigh he took it, feeling as he did that he might want to consider replacing his own hand afterwards. "To friendship, I suppose."

-X-

It wasn't the same, he found.

Swinging through the city in the dramatic fashion he always did, Spider-Man realized as he did that he no longer felt quite the same rush and feeling of exhilaration as before. It all felt, well, to put it simply less fun. It had all of a sudden gone from one of his single favorite reasons for being Spider-Man to being just part of the job.

Sticking himself to the wall of a nearby building for a moment, Spider-Man allowed a sigh of frustration to escape his mouth. He lowered his head and shut his eyes behind his mask. Ever since he and Mary Jane had broken up for good Peter had become overcome with a feeling of numbness that try as he might he could not seem to shake off. It was with him wherever he went, whatever he did. As both Peter Parker and as Spider-Man he had this feeling.

In a way, Spider-Man reasoned, it was only fitting that both he and Peter Parker had this same feeling, for it was not only a problem that pertained to both of them, but it was also precisely because there was not one man but two that his relationship with Mary Jane had failed. The two halves caused the problem together, they would suffer together. Spider-Man had to suppress a rising urge to scoff at this. Such was justice.

Had it been earlier in his life, when his career as Spider-Man was still in it's infancy or even adolescence, he would likely be giving serious consideration to hanging up the costume at that very moment. He had certainly considered doing exactly that at least a few times in his younger years when the stress and pain of living a double life threatened to be more than he could bear. But every time he had tried to do that Peter had found that he could not stop being the other half of himself. More than the mere thrill of being a superhero Spider-Man had long ago become an inseparable part of who he was. And in fact the more Peter had had time to think about it over the years, the more he had found that Spider-Man wasn't always the problem. Quite the contrary, being Spider-Man gave Peter a feeling of empowerment that he had lacked in the 15 ½ years prior to first getting his superpowers, allowed him to do some good in the world, and last but not least gave him the means to throw off, however briefly, all of the problems in his life. He wouldn't be quick to admit it, but Peter knew deep down that Spider-Man was often his only salvation, not his problem.

So what was his problem then? Could it be Peter Parker who was the issue? Felicia Hardy had certainly thought so. She and him would have likely remained lovers had she not been so unimpressed with her hero's alter-ego. Of course, Peter often suspected that she wouldn't have been anymore interested if he'd been a businessman with a private yacht. It seemed to Peter that more often than not there was no Felicia Hardy, only the Black Cat. Why then, should there be anything but Spider-Man? Or at least, that was how she had seen it. Peter, to put it lightly, disagreed with her view of things.

"Hey, buddy! Clear out!"

Shaken out of his thoughts, Spider-Man turned to see an older woman looking out at him through the window. One look on her face told Spider-Man it was time for him to go. Shooting out a web-line at a nearby building, Spider-Man swung away from his perch and began making his way through the city once more, all the while still thinking about his current situation, and where both Spider-Man and Peter Parker fit into it. And the more he swung through the city trying to figure things out, the more he had difficulty coming up with any clear answers. Except that is, for one major (and unflattering) pattern he had detected.

Of the two main women who had managed to capture his heart after Gwen, they each wound up leaving him for the same reason: that they were both in love with only one half of the man, but not the other. Mary Jane could not love a man who risked his life (and albeit unintentionally her own) every day by putting on a red and blue costume. But by the same token Black Cat had had no interest in the man putting on the costume, only the hero he became as a result.

The more this sunk in, the more tempted Spider-Man became to laugh at the bitter irony of it all. Only thing was it was a cruel joke that he was on the receiving end of.

_Looks like I just can't win._

And then, as if his merely thinking this tempted fate to victimize him yet again, Spider-Man's spider-sense began to go off, pounding in his head as some kind of danger came his way hard and fast. And considering that he was in the air, Spider-Man knew that only one of his enemies could be the source of the danger.

Spider-Man narrowly evaded his opponent as he at last reached him, sailing right above the razor-sharp wings of Adrian Toomes, better known as the Vulture.

Spider-Man shot out a web-line at a nearby building to stop his fall, but Vulture sliced the web-line in two with another slash of his wings. Having anticipated this, Spider-Man shot some webbing directly at the Vulture and used his body as a means of launching himself forward into the air by swinging upwards. Now sailing through the air once again as opposed to being in free-fall, Spider-Man shot out a web-line at another building. Fortunately this time Vulture was unable to cut it in time to keep Spider-Man from completing his swing and from that putting some distance between himself and his winged pursuer.

"Toomes, what are you doing here? I thought your old stooge Blackie Drago was wearing the Vulture costume again?"

"After his failure and recapture I decided that if you want something done right, do it yourself."

"Kind of weird that you're saying that Toomes, considering your own track-record against me has kind of, well...sucked."

Vulture snarled in response to Spider-Man's cutting remark before charging forward yet again, using the power of his wings to easily keep pace with Spider-Man as he continued to swing through the city in an effort to evade Vulture. The winged villain had been Spider-Man's first real supervillain opponent, and needless to say given that it had been roughly a decade since he'd first met Adrian Toomes, Spider-Man was just a bit surprised that the old codger wasn't in one at this point.

He remained quite spry for an old fellow too. With the power of flight granted to him by the Vulture suit's wings and harness, Toomes could perform deft aerial maneuvers that Spider-Man was hard-pressed to evade.

Vulture dove-tailed and sped towards Spider-Man as he started swinging lower to the ground. Deciding to rely on a tried and true tactic of his that he had found over the years to be especially effective against Vulture, Spider-Man began cracking more snide remarks at his opponent's expense.

"I gotta say I'm kind of surprised you managed to get back into the costume again." Spider-Man mocked. "I mean if I were you I'd be kicking back in some nice retirement home right about now, not flying around New York dressed up like a green bird. I hope you at least got a nice retirement fund going for you. You know how things are with health-care and all that…"

Spider-Man dared to shoot a look over at Vulture as he said these things, and could see that Vulture's wrinkly face had contorted into a look of pure rage. His taunting was certainly getting Vulture mad, but as to whether or not it would make him sloppier, to that Spider-Man would have to find out with a rather risky move on his part.

Turning around at the last minute, Spider-Man swung towards Vulture to meet him in mid-air. Vulture gasped in shock as Spider-Man came rocketing towards him, and Spider-Man wound up delivering a solid kick to Vulture's chest that knocked him backwards, with Vulture only barely managing to recover from the blow using his wings. The ease at which Spider-Man had landed the hit told him what he needed to know: that Vulture was indeed getting sloppier as a result of his rising anger towards Spider-Man. He always did take the web-head's constant jokes and wise-cracks the most personally out of all of his many enemies over the years.

With Vulture riled up, Spider-Man decided to keep pushing so as to make Vulture sloppier still: "Come on Toomes, you can do way better then that. I remember actually having to _try_ the last time we fought."

"Insolent, arrogant fool!" Vulture growled behind clenched teeth as he went at Spider-Man again. Unconcerned, the web-head moved out of the way of this attack too and retaliated with several more attacks, each one knocking the Vulture around. Truth be told Spider-Man actually felt just a bit bad for wailing on someone old enough to be his grandfather, but whenever he risked feeling too guilty over this a narrowly avoided attack from Vulture reminded him why he was punching the old man.

After just a couple more blows, Vulture realized just how badly outmatched he was and elected to turn tail. Suddenly going up as high as he could, Vulture then bolted off in one direction, leaving Spider-Man hard-pressed to follow him. As he did his best to pursue Vulture the web-head noted pleasantly how the tables had turned. Deciding to keep it going as long as he could, Spider-Man kept up the chase.

Though Vulture was a good deal above him at the moment, Spider-Man also knew that that would not last. Vulture could only maintain a super-high altitude for so long before he was forced to descend due to thinner oxygen on high. Indeed, Vulture was already beginning to lower himself, and that in turn told Spider-Man he was nearing his chance to take the Vulture down at last.

Once the Vulture saw that Spider-Man was following him though he quickened his flight, also making his way around a corner and then through several more buildings, going out of his way to fly through as many small gaps between buildings as he could and also changing his altitude regularly to make it even more difficult to keep track of him.

Finally during the chase Vulture managed to duck behind another building and then through another narrow pass. Spider-Man nearly went right into a fire-escape during his pursuit before he managed to successfully move his body out of the way. Continuing his pursuit of Vulture, Spider-Man came upon a more open space and cursed his luck at how he now had no idea where Vulture could have gone off to.

_Looks like my flying friend got away this time... _Spider-Man thought. _...and I almost had him too._

But then as he was thinking this, Spider-Man heard a female voice calling out to him from a rooftop that was behind him. And he recognized the voice too.

"Hey spider! I believe this is yours!"

Turning to the source of Black Cat's voice, Spider-Man saw her looking down at him from the rooftop she was on. Shooting a web-line onto the building, Spider-Man swung towards it and then landed on it. When he did, he saw that Black Cat wasn't alone. On the ground and out cold was the Vulture.

"Cat...did you just..."

"Beat the Vulture?" Black Cat's red lips formed into a smile. "Yep. Don't act so surprised spider. Cat's eat birds remember?"

"I have never seen a cat that eats vultures." Spider-Man noted. "How did you do it?" As Spider-Man asked this question his gaze answered it, seeing that a grappling claw that was Black Cat's signature was embedded in one of Vulture's wings while the other...had been torn off.

"How did you rip off one of Vulture's wings? Those things are metal?"

Black Cat flexed one of her arms as if to show off invisible muscles. "Special suit made for me by...by the Tinkerer. It enhances all of my physicals. He says I'm better then a normal woman now. Enhances my balance too. And then there's these." Black Cat flashed her new claws as she said this, all of them sharp and glinting in the sun-light. As he saw them Spider-Man couldn't help but be just a bit reminded of another costumed friend of his, one who was considerably less good looking then his present company.

"My claws have been upgraded too. I can cut way better then I ever could before."

"I'm impressed." Spider-Man admitted. "You've been getting yourself some nice new toys. I should probably be doing the same."

Black Cat smiled and rolled her eyes. "Please. With your spider powers, you don't need anything else."

"If I only relied on my spider powers and nothing else, I'd have been killed the first time I went up against the Rhino. Or Electro. Or Sandman. My powers can't win every fight. Sometimes only my good old-fashioned Parker brain can do that."

"Yes...your 'Parker brain'..." Black Cat hesitated to say more. Spider-Man figured he shouldn't have mentioned his alter-ego around her in light of their past problems with that particular subject. But this time at least Black Cat didn't seem to have anything negative to say. Instead she changed the subject: "So Spider...have you changed your mind about joining the Marvel Knights?"

"Uh, no, not really. Like I said, I'm a loner, and that means 'no teams'. And why's it called 'The Marvel Knights' anyway? Is it some kind of Renaissance Fair when it's not being a superhero team?"

Black Cat laughed at her ex-boyfriend's bad joke. "No, it's because the guy leading it is called Moon _Knight."_

"Well as glad as I am that Moony's making new friends and learning how to socialize better, I've still got no interest in..." but before Spider-Man could finish his sentence, he suddenly felt an intense stinging pain in the back of his head as the world slowed down around him. Something incredibly dangerous was coming in from on high, and it was sending another very dangerous thing in his and Black Cat's direction.

Spider-Man yelled at Black Cat to move, but she didn't react quickly enough, and Spider-Man fired a strand of webbing at her and pulled her towards him. His timing couldn't have been better, as he pulled Black Cat towards him just as a bomb went falling down and landed in a deafening explosion that knocked Spider-Man and Black Cat backwards and onto the ground, their distance from it ensuring that it only did that rather then blow them away.

Left disoriented by the explosion, Spider-Man forced himself to refocus. After checking to make sure that Black Cat was okay Spider-Man looked up for the source of the bomb and saw another horribly familiar sight: a man in blue armor with orange gloves, boots, and a hooded cape that he wore over a maniacal white mask. And under his feet was an all-too familiar goblin glider. His look had changed little from when Spider-Man had last seen him.

The Hobgoblin.

The maniacal mastermind and successor to one of Spider-Man's greatest enemies looked at him with a facial expression of sadistic amusement.

"I had a feeling I might find you here…"


	6. Nemesis Revealed

Chapter 6: Nemesis Revealed

He was back. The Hobgoblin was back. Spider-Man only had a second to take in this realization before the Hobgoblin prepped another pumpkin bomb and hurled it at a recovering Black Cat. Spider-Man fired a strand of webbing at the pumpkin bomb and hurled it right back at the Hobgoblin. Hobgoblin flew out of the way and the pumpkin bomb went sailing through the air before exploding behind him. Keeping up his sadistic grin, the Hobgoblin opened fire with laser blasts from his gloves. Spider-Man had seen this before; all of the old tricks the Green Goblin used to use where old tricks for the Hobgoblin too. Using his superior agility, Spider-Man moved out of the way as Black Cat did the same. Spider-Man fired some web bullets at the Hobgoblin to ward him off, but Hobgoblin simply avoided these as well.

Next to be thrown at Spidey were the razor-bats. Ducking as they were hurled at him, Spider-Man leaped to the nearby wall and web-zipped onto the Hobgoblin's glider to confront the villain. What followed was a vicious exchange of blows between Spider-Man and the Hobgoblin, with the glider unable to hold both. But Spider-Man wasn't able to force Hobgoblin off the vehicle. He attempted another punch aimed at the Hobgoblin's head, but the villain easily dodged, as he did mocking: "Oh _that's_ not going to do it. Heh. I seem to remember you being a little more precise than that…"

Hobgoblin then retaliated by giving a punch of his own. Being hit in the gut with an under-handed punch by someone with strength equal to his own caused Spider-Man's knees to buckle, and Hobgoblin, seeing this, followed it up with a punch across the jaw before than swinging his arm out like a cudgel and knocking Spider-Man off the glider.

"What gives?" Hobgoblin asked with barely restrained joy. "Chase with Vulture tucker you out?" his tone took on a mock concern at that last part before adding in a more devious tone: "Or is your girlfriend breaking up with you making you sloppy?"

Spider-Man's eyes widened in horror behind his mask. How could Hobgoblin have known that? But as Spider-Man thought this he remembered the things Shocker had said the day he and Scorpion had tried to kill him and Mary Jane. And this in turn caused him to realize...

_No..._

The Hobgoblin's wicked smile grew ever wider as Spider-Man took in all of this information. "Oh yes dear boy, I know _everything _about you now. I know_ exactly_ who you are beneath that mask. And now that I do...all of your loved ones are suffering for it."

This realization, along with the fear that Hobgoblin may have already killed someone close to Peter without him realizing it, ignited something within Spider-Man. Something feral. Before even he could fully comprehend what was happening Spider-Man was leaping towards the Hobgoblin, breaking from his renewed assault only to dodge another pumpkin bomb Hobgoblin threw. As he did though, Hobgoblin unexpectedly rocketed forward and grabbed Spider-Man by the throat before then soaring into the air with him.

"Let's take this to someplace more private eh?"

Hobgoblin chuckled as he continued his joy-ride with Spider-Man, who struggled first to tear himself from Hobgoblin's grip and then to force him off his glider. But it was no use. Hobgoblin was overpowering him. Finally, they arrived at a much higher rooftop, where Hobgoblin threw Spider-Man to the ground. No sooner did Spider-Man recover did he have to move out of the way of another hurled Pumpkin Bomb. He then webbed onto Hobgoblin's glider again, launching himself forward before Hobgoblin could cut his webbing in time. But as Spider-Man descended on Hobgoblin once more, dodging another pumpkin bomb, Hobgoblin fired another laser blast that Spider-Man was only barely able to move his body out of the way of. At last landing back on the glider, Spider-Man again tried to force Hobgoblin off of it, who responded by blasting him off with another of his laser blasts.

As Spider-Man was knocked back by this, Hobgoblin threw another pumpkin bomb, this one unleashing an explosion that knocked Spider-Man back even further before he could completely get clear of the blast. Crashing onto the roof, Spider-Man went tumbling along it before hitting the very edge of the roof.

Staggering to his feet, Spider-Man saw several razor-bats being hurled his way next. Spider-Man moved out of the way of these, but some nevertheless managed to graze him and leave cuts. As Spider-Man steeled his way past the pain, Hobgoblin flew over him on his glider with a manic look of smug superiority on his masked face.

"I must say this hasn't been anywhere near as challenging as I had been expecting. I could kill you now and I wouldn't even be breaking a sweat! But oh no…the time to kill you hasn't come quite yet. You still have loved ones that need killing. Like that dear old aunt of yours…"

Again Spider-Man's eyes widened in horror under his mask as pain wracked his entire body and the knowledge that Hobgoblin now knew who he was fully sunk in. As if he could see the fear on Peter's face, Hobgoblin responded gleefully: "Oh yes…I know about _all_ the people you love. And I'm going to use that to twist you up so tight that your spine will _scream_ in agony. And then, only then, once everyone you love goes the way of your poor elderly uncle. Only when I have you literally _begging_ for it to be over will I finally put you out of your misery and—ARGGH!"

Blood spattered out from the back of Hobgoblin's leg. Spider-Man jerked his head to one side and could see that Black Cat had sliced at his leg with as much fury as she could put into those claws of hers. With the skill and grace of an Olympic gymnast, she ducked Hobgoblin's retaliating strike and then dived off the glider, using her grappling hook inserted into Hobgoblin's glider to ease the descent.

Hobgoblin fell down on the knee of his injured leg and eyed Spider-Man and Black Cat for a second or two, his grin replaced with incredulous fury before remarking: "Meh. I hadn't planned on killing you anyway. As for the white-haired harlot who sliced my leg, I do believe you count as someone he cares about…"

Hobgoblin was cut off when his glider suddenly began to shake and lose altitude. Panicking, Hobgoblin checked the bottom of the glider and could see that someone had sliced the bottom circuitry out. He looked up and glared at Black Cat as his glider continued to falter and lose its balance. Infuriated, Hobgoblin directed his damaged glider away from the two, vowing as he did: "You'll die a slow death my dear. _Very_ slow…"

As Spider-Man watched the Hobgoblin fly away, he set off to go after him, but Black Cat held him back.

"Let go of me Felicia! You heard what he said! I need to get to my Aunt!"

"Peter you're bruised and bleeding all over, you need to rest. _I'll _go."

Black Cat's calling Spider-Man by his real name, the very name that had driven a wedge between them so long ago, coupled with her offering to see to his Aunt's safety in his stead, left Spider-Man completely floored. For a moment he wondered if perhaps the ringing in his ears caused by the explosions of Hobgoblin's pumpkin bombs was worse then he thought. But then he acknowledged that he'd heard right and said: "Thank you Cat."

Black Cat nodded and was all set to move off when an all-too familiar voice stopped them: "There is no need."

Both Spider-Man and Black Cat turned to see Venom staring down both of them, Spider-Man cursing how Venom was immune to his Spider-Sense. That he was stronger and faster than him too made for a bad combination.

"Someone tried to kill your aunt. But we took care of them. Your Aunt is safe Parker."

Both Spider-Man and Black Cat were left dumbstruck by this, the former especially. Venom had saved his aunt's life. For a moment, Spider-Man just stood there in a dazed shock, his mind over and over again trying to comprehend the insane scenario that had been presented to him. He knew how self-righteous Venom could get regarding other people, but for him to save the aunt of his most hated enemy...for a moment Spider-Man couldn't accept it. But then, after a few moments of dealing with his incredulousness, he managed to at last utter the words he never thought he would say:

"Eddie…I…thank you."

"No. Don't thank us Parker. We only did this for the woman. Not you. We still despise you."

Spider-Man had to fight to suppress a sigh. "And why does that not surprise me?" Spider-Man shook his head. "Guess I got my hopes up a little too high that you saving my aunt meant we could start having tea parties and going to the Mets games together. Or do you prefer Yankees?"

Venom growled. "Shut up. Your stupid jokes fail to amuse."

"Well, just think of it as my own personal means of coping with the news that you did something nice for me for a change." Spider-Man then turned to Black Cat. "My aunt may be safe right now but that doesn't mean Hobgoblin won't try again. In fact I'm pretty sure he _will_ once he realizes whoever he sent has failed..."

"I'll check on her. _You _need to rest and get better. You're not in any condition to go out and about right now."

"This is just the beginning." Venom warned. "Hobgoblin's declared war on you Parker. And now everyone you care about, and everyone who cares about _you_, are in danger. Some hero you turned out to be."

"Thanks for the vote of confidence Eddie. It's not like I wasn't thinking about all of that myself." Spider-Man mumbled sarcastically. "Look, I know you hate me Eddie, but you also care about other people. You've said so yourself. Well if that's true, then I'm asking you to look after and protect the people closest to Peter Parker. However you feel about me, my friends and family don't deserve to die."

Venom seemed to consider this before nodding in agreement. "No, they do not. Very well; we shall help you against the Hobgoblin and his toadies. But when this battle is concluded..."

Spider-Man held up a hand. "Yes, yes, I know. 'Once the common enemy is defeated we'll go right back to hating each-other' I know. That's how us heroes and villains do business."

"We're no villain."

"All evidence to the contrary."

"Somehow I don't think that's the best way to get him on board with us." Black Cat noted in a deadpan before adding off-handedly: "Not that I can claim to want him on our side myself."

"Careful pussycat. We're not afraid to injure that pretty face of yours."

Spider-Man held up his hands. "Okay, I think we've wasted enough time discussing this. Eddie, you stick to your promise. Cat, you check up on my Aunt. As for me, I've got another stop to make."

"And where is that?" Black Cat asked.

"If Hobgoblin knows who I am and is targeting my loved ones, I'm gonna need as many people on my side as I can get. And what better way to do that then by being a part of a team?"

Black Cat's green eyes widened as she realized what Spider-Man was getting at. Then, her red lips formed into a smile. "I thought you said you had a strict 'no teams allowed policy'?"

"I also never expected to have one of my old enemies return knowing who I was and painting bullseyes on my loved ones' chests." Spider-Man retorted. "You wanted me to join Moon Knight's new team Cat? Well now I am. The Marvel Knights is about to get it's newest member."

-X-

When Hobgoblin returned to his new hideaway, he was pleasantly surprised to find Ryan waiting for him. Ryan eyed Hobgoblin's bleeding leg as he stepped off of his damaged glider and limped towards him. "The glider is in need of fixing. Probably an upgrade too if at all possible."

Ryan nodded. "Got it."

"Which brings us to the next matter..." as Hobgoblin said this he suddenly grabbed Ryan by the throat and lifted him up with one arm, all the while applying pressure to his throat. "..._where were you?" _Hobgoblin hissed.

Ryan gasped for air in response as Hobgoblin continued to throttle him. If the masked man had so desired, he could have snapped Ryan's neck like a twig, but he wasn't quite finished with him just yet. Finally releasing his grip on Ryan, he allowed his henchman to fall to the ground, with him all the while gasping for air at Hobgoblin's feet.

"Did what you said...tried to kill Spider-Man's aunt...but there were...complications."

"In other words, you failed me." Hobgoblin said in a tone that struggled to remain calm.

"Venom showed up." Ryan clarified. "Attacked me. I was lucky to have gotten out of there alive."

"Why on Earth would Venom be coming to the rescue of Spider-Man's aunt? He hates Spider-Man almost as much as I do..."

Ryan shrugged. "No idea. But I know it was Venom. Big, black, white spider logo, long tongue, it was all there."

"I see...so then why pray tell did it take you so damned long to get back here?"

"I...after that freak attacked me I started to not feel so good, and I was also injured. I think I passed out actually. When I came to my injuries...they were healed, but I didn't know where I was. So it took me a while to find this place again."

"Indeed..." Hobgoblin stopped to consider what his underling had told him. Though he was tempted to simply dismiss Ryan's explanation for being missing as a nonsensical excuse being made by a fool who knew he was in a tight spot, another part of him was more inclined to think about what he had been told. Suppose Ryan's story was true. It was a strange coincidence that this happen to him almost immediately after running into Venom. In fact, it hardly seemed like a coincidence at all. Something else was at play, and Hobgoblin realized in that moment that he could potentially make use of it.

And it was for that reason that he chose to let Ryan live.

-X-

Following his encounter with Spider-Man and Black Cat, Venom made his way back to his "contact". As had been expected by the symbiotic anti-hero, he was there waiting for him. As if he knew exactly where Venom would be and where he would go at any given time. Suffice to say, Venom found himself annoyed whenever he noted this.

"So...did you offer to help them?"

Venom growled. That was another thing that he didn't like about this person. He sometimes asked questions when he clearly already knew the answer. "Obviously. We did what you told us to do. We saved Parker's aunt after you told us she was in danger, and then we offered our help in protecting the Spider's other loved ones...how did you even know May Parker was in danger anyway?"

"As I told you when you asked me a similar question earlier, call it a gut instinct. And the "how" at this point is irrelevant. What matters is that you saved May Parker's life. That's good. But this is still an ongoing struggle. We must stand with Spider-Man in this."

Venom growled. "So you've said before. It makes us sick. We despise the spider. If he's supposed to die, we wish to be the ones to do the deed."

"Need I remind you how this is far beyond you Eddie Brock? Trust me on this; Spider-Man is not the enemy in this story."

"If you say so." Venom mumbled in a tone that showed how completely unconvinced he was by his counterpart's statement. "But how much longer do we have to do this?"

"As long as it takes to make sure all turns out as it should." Venom's counterpart replied simply, the tone in his voice also making it clear that he was rapidly losing the inclination to continue indulging Venom in a debate about whether or not he was right.

Venom shrugged. "Fine. But when this is all over, we're never playing sidekick to the Spider ever again."

"If it makes you feel any better about it, think of yourself as more of a vital piece in a bigger game. A knight perhaps."

"Chess?"

Venom's counterpart shrugged. "It was the best metaphor I could think of."

"So where do you fit into this anyway?" Venom asked, changing the subject ever so slightly. "Who are you?"

Again there was a change to his counterpart's tone, this time one that was completely serious: "That...is something you don't need to know. And with any luck, you never will."


	7. Marvel Knights

Chapter 7: Marvel Knights

"So how is everyone doing?" Spider-Man asked to the assembled group of heroes before him. The question didn't actually pertain to them. Spider-Man was referring to those closest to him that on his joining the team he had requested be monitored and watched over as payment for his services to the team. And since the Marvel Knights had agreed to this deal Spider-Man had made sure to ask for regular updates. Ever since the attacks on Mary Jane and his aunt he wasn't going to be taking any chances.

"May Parker remains safe in her house in Queens." Moon Knight said matter-of-factly. "There have been no subsequent attacks on her since the first one. The Osborn family have also not come under attack."

"The Watson girl has also not been targeted since Scorpion and Shocker's attack." Black Widow noted in a tone similar to Moon Knight's before adding: "...but just for insurance I have SHIELD agents monitoring her at all times."

Spider-Man nodded. "Good, thank you." He next turned to Daredevil, who did not make eye-contact with him for obvious reasons.

"I'm still picking up the same heartbeats at the Daily Bugle and at the residence you gave me for Flash Thompson. Nothing's happened to any of them that I am aware of. And somehow I suspect that if Hobgoblin and his cronies were going after them again he'd want you to know."

"Agreed." Spider-Man said before adding: "But even so, I want to make sure."

For their base of operations, the Marvel Knights had chosen the not-so creative location of Marc Spector's private tower. As to the Knights themselves, the team's overall mission was really just the same thing that they had all been doing individually for years: keep the streets clean. Another more specific long-term mission was to track down and recapture the remaining Ravencroft escapees. As it stood, only a handful of them were left, namely Electro, Rhino, Beetle, Boomerang, Chameleon (who Peter knew would be a pain to recapture, assuming that they could recapture him at all) and Jack O' Lantern. The Marvel Knights planned to take them all down, and when they weren't doing that, they were tackling the usual New York street crime, albeit now as a group instead of as individuals.

At first, Spider-Man had a little trouble adjusting to a team environment. He wasn't used to taking orders. And then there was also the fact that he had some doubts as to whether or not his fearless leader could actually keep it together. Spider-Man had known Moon Knight since his college years, and while he could probably claim to be one of the vigilante's few friends, he knew as well as anyone that "Moony" as Peter had used to call him, had a history of instability. He was schizophrenic when he wasn't just plain crazy, and only now had he seemed to finally regain control of himself. Spider-Man was reasonably skeptical about how long it would last.

Still, they did operate successfully as a team, making their presence as a team clear to New York's criminal underworld by disrupting, if not outright demolishing, their various drug and extortion-based operations. All of them were old hats at it, and Black Widow had black ops experience in addition to that, so they did well together.

"So then..." Moon Knight began, interceding. "...now that you've been given the news you wished to hear, it's _my_ turn to ask _you_ a question: how do you intend to stop the Hobgoblin now that he's returned?"

"I wish I could give an easy answer to that." Spider-Man admitted. "...but the truth is I don't know yet. I don't know where he is, or how many other villains he has working for him. I figure if he shows his face again I'll punch it in, but he hasn't so much as soared over the tops of New York's skyscrapers ever since I joined you guys. And that tells me he's busy planning something else. Something big."

"Any ideas on what it might be?"

"Actually I do. He's going to go after the people I care about again. He made it clear to me that that was his plan. So whatever he's working on now, it has to do with that. I'm sure of it. Probably he's going to try and find some way to hit everyone I care about at once. In which case we need to stay on our toes."

It was Black Widow who replied first: "I hate to be brutally honest but I don't think we can possibly be any _more _on our toes at this point. You've been pretty relentless with how much you want us to look after all the different people in your life...Mr. Parker."

That last bit reminded Spider-Man of the compromise he'd been forced to make to get the Marvel Knight's assistance. As it would have been impossible to tell the Knights who to protect without them realizing in turn who Spider-Man was under the mask, the web-slinger had just come out and told them. With Daredevil and Black Cat, this changed nothing, for they had already known that Spider-Man and Peter Parker were one in the same. Moon Knight and Black Widow were a different story, and in respects to the latter Spider-Man privately admitted to not being thrilled at the idea of a super-spy and SHIELD agent having that kind of information. But a small long-term risk was worth it to Spider-Man all the same. He needed their help.

Finally, Spider-Man gave the best reply he could think to give: "I know, and I'm sorry. But these are my friends and families' lives we're talking about. And I don't exactly have too many of the latter at this point. I don't want to lose them."

"I am not unsympathetic to your plight Spider-Man." Moon Knight admitted. "But we do have other responsibilities as well. We cannot devote _all_ of our time to watching over your loved ones."

"I know Moony. All the more reason why we need to stop Hobgoblin as soon as possible..."

-X-

Since learning of Ryan's failure to kill May Parker and his battle with Spider-Man, Hobgoblin had returned to his safe-house where he spent the next several days assessing his current situation.

For one, Hobgoblin made sure to check the..."bugs" he had gone to great lengths to plant. Each one gave him a window into the lives of different people that Spider-Man, or perhaps more accurately Peter Parker, was close to. One by one Hobgoblin went through all of them. The Connors were currently at home, with Martha helping her son Billy with his homework while Dr. Connors was on the phone, still dealing with the consequences of his ill-conceived "Lizard-DNA" cure.

Eugene "Flash" Thompson was currently not at his apartment, but a quick check of the _other_ spy-camera/listening device revealed him to be in his office at Midtown High, busy looking over the medical file of one of his students with physical challenges. Felicia Hardy's penthouse was currently unoccupied, Hobbie Brown's apartment was the same, Robbie Robertson and Betty Brant were in their usual positions in the Daily Bugle building, Liz Osborn playing with her son at home while daddy was off at work, and old May Parker was, predictably, still at home in Queens, on the phone with her friend Anna Watson.

_Oh, this will be far too easy._

Hobgoblin felt as close to being overjoyed as a sadistic sociopath like himself possibly could be. Granted his private war on Spider-Man had not been going quite as smoothly or successfully as he would have wanted, but he nevertheless maintained his eyes and ears, allowing him to keep constant watch on the lives he sought to end. And while Spider-Man may have gotten lucky thus far, such setbacks were to be expected. But try as he might Spider-Man couldn't be everywhere at once. Nor for that matter would Venom always be there to intervene on a beleaguered friend or loved ones' behalf. In all, Hobgoblin was still quite confident that his revenge against Spider-Man and the absolute decimation of his world would all come in due time…

As Hobgoblin continued his monitoring of Spider-Man's associes however, he soon realized that one of his bugs was missing. The one for Glory Grant and Randy Robertson was not coming up.

_Interesting._

It didn't take Hobgoblin much longer after that to learn the cause; he was not the only one keeping watch over Spider-Man's friends and family. To their credit they hid themselves well, but Hobgoblin could still see them. He had gone to some lengths to ensure that he had eyes and ears in New York, and soon he learned in no uncertain terms that Spider-Man had managed to recruit allies.

_Well I must admit this does complicate things..._

Hobgoblin was shaken out of his thoughts by the sound of Ryan accidentally knocking over various disassembled and half-completed gadgets and weapons onto the floor. Hobgoblin frowned and turned around to face Ryan, who was visibly staggering.

_Clumsy fool._ Hobgoblin thought with contempt. He watched Ryan steady himself as he admonished him: "Tell me something Ryan, what part of 'peace and quiet' did you not understand? And you do also know how to walk properly, yes?"

"Right, right…sorry boss. I've just been feeling a little funny. My head doesn't feel right…"

"You're a psychopath, of course your head doesn't feel right. Now be quiet and pick up those things you knocked over and put them back on the table.

And _carefully, _please. Some of those devices could blast a hole in the building."

"Yes boss…"

Ryan dutifully set about picking up the fallen weapon components and half-completed explosives as carefully as he could as Hobgoblin's thoughts drifted to Ryan. His right-hand goon had been "feeling funny" and "not been feeling right" and "was feeling light-headed" ever since he had come back from his failed assassination attempt on May Parker's life. By this point in time Hobgoblin's earlier suspicions about what was going on with his henchman had turned into strongly held convictions. He now knew fell well what was going on with Ryan, but had also decided to keep quiet about it. He wanted to observe Ryan further. See what happened. If what Hobgoblin believed to be true was in fact what was transpiring, then Ryan was about to become a great deal more useful to him indeed…

-X-

"Peter."

Spider-Man turned to see Daredevil walking up to his perch. Turning around in full to face him, Spider-Man braced himself for whatever it was his old friend was about to tell him. Somehow, Spider-Man was not anticipating good news.

"What is it DD?"

"Peter, I may be blind but I'm still perceptive enough to know that Hobgoblin's vendetta against you isn't the only thing eating away at you right now. There's something else isn't there? What is it?"

Spider-Man sighed deeply. Typically he enjoyed Daredevil's company and the two were confidantes. But the Man Without Fear had hit upon a touchy subject, and also a wound that was still fresh. Simply put Spider-Man didn't want to run anymore salt on said wound, but he also figured there was no point trying to duck the question when the man he was talking to doubled as a living lie detector, so he decided to answer the question with one of his own: "Have you ever been in love DD?"

"Ah, so that's what it is." Spider-Man could see Daredevil form the slightest of smiles, which in itself was a rare sight for him. There was often a sadness and grimness to Daredevil, and Spider-Man had over the years often caught himself wondering if Daredevil was ever happy. But this slight smile was not one of mockery, or of underscoring Spider-Man's angst. It was a smile of earnest empathy, which his next words only served to confirm: "I think I know what you're going through. To answer your question yes, I have been in love. Several times as a matter of fact. But..." Daredevil sighed. "...none of them ever worked out in the end."

"Why not? Mask get in the way?"

"No actually. There were...other reasons. But based on your question I think I can guess what your problem is. Peter, I'm going to tell you something really important: life is a fleeting thing. Nobody lives forever. Not you, not me, not even the gods and mutants we share this world with. And in fact for people like you and me our lives are in an even more precarious position. It never ceases to amaze me how long any of us live. How we can go so many years fighting and taking our beatings only to get right back up and come back for more. And somehow it works out without us getting killed. But for some of us are luck runs out eventually. Banshee, Mockingbird, Phoenix, the Iron Fist before the current one...it's not too common, but every so often something happens to remind us superheroes that for all of our incredible powers and abilities, for all of our training and combat experience, we're still mortal. And more to the point, we live a dangerous life. My enemies nearly destroyed my life once before their own arrogance got the better of them. I got lucky again. But in that moment, when I'd hit rock bottom and had to claw myself out of the grave that had been dug for me, I developed a much greater appreciation for my own mortality. I have no delusions about how my career will end. There's no peaceful retirement in store for me, or a wife and children. As I said my past romantic relationships failed, and I have no strong desire to start another. And why would I want to bring a wife and child into my life? A life that one day is going to be ended. Either by Kingpin, or Bullseye, or just a Hand Ninja or street thug who gets lucky. Even _I've_ been shot before." Daredevil let out a long sigh as he said all of this before at last continuing, as he did turning to look right at Spider-Man, even though he could not see him. But Daredevil still knew exactly where Spider-Man was. He could feel his position from his heartbeat.

"My point is Peter, is that if you are in love with someone, then you shouldn't waste your chance at happiness. I can never undo my failures with Elektra and the other women in my life. But you don't have to make the same mistakes I did. If there is a woman out there who you love, and she loves you back, then go after her. And fight tooth and nail to keep her with you. Ours can be a lonely existence sometimes, and as I've already emphasized a fragile one. You should cherish any and all time you can spend with someone you care about."

Now it was Spider-Man's turn to let out a deep sigh. "Thanks for the words of inspiration DD. I appreciate what you're saying, I do. But the thing is, this woman...I've already lost her. I tried to get her back, I convinced myself that maybe I could but...it didn't work. We weren't meant to be together. And it took me this long to realize it." Spider-Man sighed again. "I wish things could have been different. That it could have worked. But she doesn't love this side of me." Spider-Man pointed to the black spider logo on his chest in reference to his costumed identity. "...and besides that I can't have her be with me because of how much it puts her in harm's way. I couldn't live with myself if something were to happen to her."

Daredevil lowered his head solemnly as he heard this. "I can understand that too. I lost...I lost two of the women I loved because of who I am. To the same man. The same monster."

"Who were they?" Spider-Man asked.

"Their names were Elektra Natachios and Karen Page." Daredevil said sadly. "And both of them died at the hands of a madman named Bullseye. You've met him before."

"Yeah, I have." Spider-Man said with a nod, remembering as he did the sadistic assassin-for-hire and his penchant for killing people with virtually any object thrown from a distance.

"Now when Elektra was killed Bullseye didn't yet know who I was. But he found out soon enough, when he saw Elektra die in my arms. Karen was later killed because of her relationship with me, and how Bullseye knew it would hurt me in a way his cards never could. So I understand we're your coming from."

Spider-Man continued: "...but at the same time I don't want to be alone for the rest of my life, especially after everything you just said. I want to be with someone. I just don't know who that someone could be..."

"Perhaps someone more accepting of who you are, and also someone who could protect themselves...someone in _our_ line of work perhaps?"

Spider-Man made a humorless chuckle. "I wish. Most of the ladies in spandex are taken by this point. And I don't think I'm really their type anyway, mutual employment notwithstanding."

"I seem to remember you had a relationship with a costumed character once. What was her name again?"

"Don't play dumb DD, you know who it was just as well as I do. She's on the same team as us."

"Oh I remember all right. I just wanted to see if _you _did."

"Felicia and I were a thing once upon a time but that didn't work out for the opposite reason. She loved Spider-Man, not Peter Parker. We're friends now. That's it."

"I suppose." Daredevil conceded. "But just think about what I told you. It does no good to sit on your hands Peter. If you don't think you can make it work with anyone else then accept that and move on. But somehow I don't see that as being who you are. And honestly, this is one arena where I would rather we were _not_ alike."

And with those parting words Daredevil got up and left Spider-Man alone on his perch, with him all the while pondering what Daredevil had said.

-X-

As he swung through the city, Spider-Man found himself thinking back on what Daredevil had said to him. The conversation played back again and again in his mind, as he desperately attempted to come to terms with what Daredevil had said to him.

But it was hard. Hard because giving up at this point was easy. So easy after everything he'd been through, that a part of him wasn't sure he wanted to try again.

But his conversation with Daredevil _did_ remind him of one very important thing: that he had another friend, someone who he could talk to about his problems with Mary Jane in much greater detail than he had with Daredevil.

And no sooner did Spider-Man come to this realization did he change course and head off to a certain someone's penthouse.

-X-

Black Cat had returned to her high-rise apartment and had taken to showering herself following the Marvel Knight's last outing. The hot water running down her was refreshing, even if it did agitate her recent cut somewhat. The bitch with the adamantium claws had gotten her good before Felicia, Moon Knight, and Widow had taken her down together. And it had been just a scratch too. Adamantium was razor-sharp. An actual slash could have probably taken her arm clean off, or at least come close.

Felicia was just glad she'd gotten lucky then.

Exiting the shower, Felicia put on a bathrobe and relaxed in her lounge chair, stroking one of her many cats as she pondered what was going on with Peter. She'd seen how he was acting, and it didn't take a rocket scientist to know what the cause of it was. He might have chosen to become Spider-Man again but that didn't mean that all the old wounds had healed.

And she worried about him. Their love-life was over, and by this point would definitely never return, but she still cared about him. And maybe she _did_ still love him. He was her Spider-Man. Suddenly nostalgic as she remembered that last part, Felicia's thoughts drifted off to when the two had been partners _and _lovers, swinging together side by side, downing losers like the Spot, Shocker, and even big-timers like Doc Ock and the Hobgoblin…

The Hobgoblin. That bastard was back, and he'd been responsible for what had happened to Peter. But that wasn't all of it. There was something else about her former lover that was clearly eating at him. Felicia didn't know what it was exactly, but she had her guesses. And most of them revolved around a woman named Mary Jane Watson.

It would be an understatement to say that Mary Jane had not cared for Felicia Hardy, but in all fairness, the feeling was somewhat mutual. No woman liked to lose her man after all. Their rivalry was natural. But Felicia wasn't heartless, nor was she _completely_ spiteful. However she felt about Mary Jane, she _had_ kept her Spider happy. There was that to be said.

Felicia's ears perked up as she heard someone drop down on her balcony. And she immediately knew who it was. She sat up and walked out to see him. And there he was, his red and blue costume in all its glory. She couldn't help but smile upon seeing him standing there outside her window, even if she did feel some level of angst radiating off of his body. What he said to her only confirmed it.

"Can we talk?"

Felicia nodded and allowed Spider-Man into her penthouse. No sooner had he gotten inside did he pour out everything to her; his sorrow, his feelings of isolation, his guilt, everything. Everything that had been gnawing at him from within ever since he and Mary Jane had broken up for good. He did his best to let it all out, she could tell.

And she listened to all of it. Every single word. He'd never been this open with her before, ever. But she didn't feel jealous. She listened, and she gave him the company he clearly desperately needed.

"…And I guess with this…"team" I can, I don't know, find some kind of outlet. I don't have to be alone anymore…I mean, yeah, there's my aunt, but, I don't want to force anything else on her…not after everything we've both been through…"

"I can understand that…"

There was an awkward moment of silence between the two after that. Finally, though, Felicia, not quite sure of what to say but knowing that she had to say something, said: "So what do you want to do with yourself now? I know its been hard, but do you think there's ever a chance of you making it work with somebody? Anybody?"

"Who else is there for me? MJ couldn't stand my being Spider-Man, and I didn't want her to be in constant danger just for being the woman I love. No one else is going to be any different."

"There's always the superhero ladies."

"Yeah, that's what Daredevil suggested too. I told him none of them would be interested in me."

Felicia laughed. "Oh don't sell yourself short. I bet _Spider-Woman_ would be interested."

"Not funny."

"Yes it is. And it'd be _so _fitting too." Felicia made a teasing smile as she said this, one that quickly faded when she saw that Spider-Man's mood hadn't improved in the least from her attempts at humor. The two fell silent once more before Felicia added in a more serious but also earnest tone: "Spid—Peter, just know that if there's anything you need, I'll be there for you OK?"

"I know…thanks Felicia."

"Don't mention it. We're friends aren't we?"

Friends…the word actually felt almost insulting when she used it. At least to her. They'd once been so much more than just friends…but those days were gone forever know. And besides, her Spider didn't need a lover right now…he just needed help…support, a _friend_.

Spider-Man closed the gap between them. They hugged each-other tightly and then, he was off, swinging away into the night…

-X-

The next day Moon Knight assembled the entire team for a mission he had planned. As the small group of street-level heroes gathered around, Spider-Man couldn't help but find himself unnerved by those creepy glowing blue slits on the mask where Moon Knight's eyes should be. To date, Spider-Man hadn't figured out why those where there in place of eyes. Moon Knight claimed that they were a side effect of being possessed by Khonshu, a celestial being who had been mistaken by the Egyptians as their Moon G-d, but Peter just assumed that it was some advanced technology or another.

Finally, Moon Knight addressed the team, activating a view-screen as he did so: "As you're all aware, our presence has already made a massive impact on common street-crime. Our joint efforts have left at least one gunrunning circuit in ruins and at least two drug rings crippled. But now we've got some more…'high profile' concerns…"

The view-screen changed to show the profiles of several supervillains who Spider-Man was definitely acquainted with.

"Electro, Rhino, Boomerang, Beetle, The Chameleon, and Jack O' Lantern. All of these supervillains are still at large and are yet to be recaptured. Now, I have a lead on two of them; Electro and Chameleon were spotted in Soho. Several people reported a sudden massive power surge and then saw two people race into a taxi cab and drive away. They later found the driver tied up in an adjacent building…and performing his route at the same time."

"That sounds like Chameleon."

"Yes. We're going to try and intercept the two before they slip through the cracks again."

"And there's more…"

Daredevil stood up, and the viewscreen changed to feature a duo; one a man wrapped in a long dark blue cloak with a hood pulled up over his head, and the other a woman in a skin-tight white suit and a white circular tattoo over one of her eyes and long blonde hair. Spider-Man recognized these two particular individuals. He had rescued them from the people who had turned them into superhumans against their will. That Daredevil was bringing them up immediately after Moon Knight had mentioned more high profile concerns made Spider-Man nervous. And what Daredevil said next did not put him at ease.

"They're names are Cloak and Dagger for those who don't know. They typically keep a low profile and operate in the drug-infested parts of the city. But lately they've been getting more aggressive. They've already left over a dozen men in the hospital, maybe more, and half of their victims are in critical. But that's not all: many of their victims aren't criminals: they're members of a private police force that works for an up-and-coming corporation called "Alchemax."

Moon Knight chipped in: "Now, its possible that Alchemax might be dirty and they're fighting them because of it, but they're being reckless and stupid. So while we're tracking down Electro and Chameleon, I would like at least two of us to find Cloak and Dagger and try and…talk some sense into them. And also try and figure out what is going on with Alchemax."

"Understood. Matt and I can go after Cloak and Dagger."

"All right. I guess that means Spider-Man and Black Cat will be with me."

Spider-Man nodded in response to this, as he did shooting a look over to Black Cat. When she turned to look at him he diverted his gaze and decided to pitch in to the ongoing conversation: "Be careful with Cloak and Dagger. I know them both, and they're not bad people. They're just lost and angry sometimes. And they've had bad experiences with corporations like Alchemax. Try to be gentle."

"Me...gentle. Perhaps I should choose a different assignment..."

"We'll be fine." Daredevil assured Spider-Man. "I'll do what I can to talk some sense into them. But I can't say I won't defend myself if things get ugly."

"I know."

"All right then, it looks like it's settled." Moon Knight observed before adding: "...lets move out!"

And so the Marvel Knights split up and headed out into the city, each group looking for their chosen quarry. As they did, they neglected to notice a certain blue and orange figure floating above Spector Tower watching them.

"Oh tsk, tsk. Don't you know the old saying? United we stand…"

Hobgoblin took off on his glider, going after his hated enemy

"…Divided we fall."


	8. Triumph of the Goblin

Chapter 8: Triumph of the Goblin

Spider-Man, Black Cat, and Moon Knight all made their way through the city as they followed the trail that Electro and Chameleon had left behind, a trail that was threatening to disappear at any moment. Based on where the taxi driver Chameleon had disguised himself as was last sighted, the three heroes had narrowed Chameleon and Electro's location down to the Lower East Side, but moving north fast. As they kept up the hunt, Spider-Man kept careful watch on the bright lights that coated New York's buildings. Things had a tendency to either get very dim or very bright whenever Electro was around. But thus far everything seemed normal…

The trio kept going, making their way through the city, when Spider-Man saw in the corner of his eye a sudden bright flash of light that initially made him think of an explosion. Turning his head fully to face it, he saw the lights of a nearby building illuminate at an almost blinding level, lighting up like a fireworks display and forcing him to turn away as Moon Knight remarked: "It looks like Electro's causing another power surge."

"Agreed." Spider-Man said with a nod.

"Alright then, we'll move in and attack him together. I've come prepared with the necessary counter-measures."

Spider-Man nodded and swung back around to the building that had lit up earlier. And indeed, it flashed brightly again as he drew closer, with the wall-crawler having to shut his eyes tightly to avoid being blinded by the light. Swinging in head-first and ignoring his spider-sense's warnings as he so often did, Spider-Man navigated his way into the building through a window and made his way through, his spider-sense buzzing more intensely now that he was closer to the source of the danger. As he entered, he realized that he really wished he'd brought his insulation suit, which he had used to stop Electro previously. But the spontaneousness of the encounter ensured that he didn't have it on hand.

_Should have brought it anyways just in case... _Spider-Man thought ruefully, kicking himself for it as he did.

Spider-Man turned as he heard Black Cat and Moon Knight come in. Moon Knight gave out the order as he did: "We should stay close, then scatter when Electro shows himself. Hit him from multiple sides." No sooner did Moon Knight finish his sentence did the trio begin making their way through the halls of the skyscraper, the complete and total absence of anyone else in the building being just a tad unnerving. It was easy enough to assume that it had been a closed building that Electro had broken into, or that everyone was hiding or a hostage, but the more the heroes navigated the building and found no one in sight, the more suspicious they became. Especially considering that there was no Electro either.

Then, as the trio knocked down the next door, they saw the_ real_ source of the electrical surges: plugged into the electrical mainframe was some type of device that was artificially giving the whole building a massive power surge. Spider-Man's eyes widened in horror upon seeing the device. "Run. It's a—"

A gleefully maniacal voice cut through the air, one that reminded Spider-Man far too much of the Green Goblin's voice: "Yes, a TRAP! And wasn't it just an _ingenious_ one too?"

Spider-Man sprinted out of the way, pushing Moon Knight and Black Cat forward as well just as the machine exploded in a blast of fire. No sooner had he moved out of the way did Spider-Man dodge a pumpkin bomb hurled in his direction, followed swiftly by another. Being in close proximity to the three explosions in quick succession disoriented Spider-Man, but he kept moving, head turning this way and that as he tried to get a fix on where the Hobgoblin was, but was forced to move out of the way of another pumpkin bomb. As he staggered back up, Spider-Man could make out Moon Knight hurling his crescent moon throwing weapons in the opposite direction. A split-second later, he could hear Hobgoblin's mocking retort, indicating that he had dodged the projectiles.

Turning around fully and getting a good glimpse of the Hobgoblin's position, Spider-Man fired some web bullets to keep him on the evasive and then swung forward, coming at him with a fury. Hobgoblin hurled another pumpkin bomb but Spider-Man fired a strand of webbing at the bomb and hurled it into a nearby wall.

Knowing that his only chance of besting the Hobgoblin would be to close the distance, Spider-Man used his superhuman speed and agility to make his way to the Hobgoblin as quickly as he could manage, going at him with as much force and power as he could the second the villain was within striking range.

Hobgoblin anticipated Spider-Man's assault however, and flew out of the way on his glider, before then spinning it around to strike Spider-Man. The resulting impact sent Spider-Man crashing through the nearby window. As he plummeted, Spider-Man shot a web line at one of the nearby buildings and tried to pull himself up as the Hobgoblin came swooping out of the window and down at him to re-engage.

"It looks like the false trail I carved out for you was successful. Ah, what an idiot you must feel like right about now…."

Spider-Man narrowly swung out of the way of Hobgoblin's thrown razor-bats and then let go of the web-line, spinning around as he did while also firing some web bullets into Hobgoblin's face. Hobgoblin maneuvered himself out of their way and then raced in for another go. Seeing him coming, Spider-Man swung upwards, trying to make his way back to the building and to where Black Cat and Moon Knight were.

But as he kept swinging upward, Spider-Man felt an intense cutting pain on the side of his left arm. He screamed in pain as the searing hot cut made its presence known from where the Hobgoblin's laser blast had grazed him. Steeling himself from the pain and pressing on, Spider-Man could almost feel the Hobgoblin's sadistic grin of satisfaction at drawing Spider-Man's blood. The web-head kept up his swing, finally coming to the floor Black Cat and Moon Knight were on. Hogboblin was not that far behind though, and he sent another pumpkin bomb Spider-Man's way just as he re-entered the room.

Turning around, Spider-Man webbed the pumpkin bomb and hurled it right back at its sender. As Spider-Man predicted, Hobgoblin flew out of its way…and into the path of Spider-Man's speeding punch.

Spider-Man hit Hobgoblin as hard as he normally did when fighting superhuman opponents of the Hobgoblin's caliber. So it was a surprise then when rather than simply knock the wind out of him as Spider-Man had intended, his punch instead actually went through Hobgoblin…and out the other end.

But that wasn't all: As Spider-Man looked on, he could see clearly that there was no blood on the hand that had come out of Hobgoblin's back, just a few wires. Spider-Man pulled his fist out and then leaped off of the glider and onto the floor. As he looked on, Spider-Man could see sparks fly from the gaping hole that he had left in what he had thought was his nemesis. The robot staggered, and without a conscious operator to steer it the glider spiraled down to the ground where it crashed and burned, the robot Hobgoblin being flung to the floor where it slid across the ground before at last coming to a halt and lying still, electrical sparks emitting from the hole in it's chest. Spider-Man and the others just looked on in shock.

"A robot? Seriously? What's next, the whole building disappears?"

"Not funny Cat. The real Hobby sent this after me, I know it."

"But why?" Moon Knight asked. "Why not do the job himself?"

"Because he doesn't _want_ to kill me. Not until he's killed everyone I care about first. That's why I told you all to look after my friends and family remember? The whole reason he sent this damn thing after me was to…keep me distracted. Oh my G-d…Aunt May."

"You're half-right."

Spider-Man, Black Cat, and Moon Knight all turned their attention to the robot Hobgoblin, still lying on the floor with sparks emitting from his gaping wound but eerily still capable of talking: "Hello Spider-Man. If you're listening to this, then I'm going to assume that you've beaten my duplicate here. Anyway, while its true that I had this duplicate to keep you *bzzt* busy, your dear old Aunt's not *bzzt* the target this time…*bzzt*

Spider-Man lost his temper and restraint as he gave his reply. He couldn't, he wouldn't, lose anyone else that he cared about.

"WHO IS IT!?"

"Anyway…bzzt* its been nice talking to you. Have to run now though. After all, places to be, people to kill…I just thought that I'd make sure to tell you what I have…*bzzt*. To keep you guessing! HAHAHAHA!"

Black Cat kicked the robot Hobgoblin's head, which dislocated its neck and shut it up.

"Bastard. What do you think we should do Spider?"

"I don't know Felicia…Argh! Who am I kidding? He's probably killed them by now..."

"Don't say that! We're not too late, I'm sure. Hobby would have left you some kind of signal if he'd killed someone close to you."

That was not the most comforting bit of information that Spider-Man could have heard but it was also the only thing resembling hope that he had at the moment. And as it stood, he was near enough to one family he cared about that maybe he wasn't too late…

Spider-Man turned to Moon Knight: "Moony, take your…whatever the hell that ship's called, down to the apartment complexes in Soho. There's a couple there on Mulberry Street that are friends of mine..."

Moon Knight nodded. "I will go. Don't worry: he'll suffer Khonshu's wrath if he's hurt your friends."

Spider-Man nodded and ran off the second Moon Knight finished his sentence, ready to swing away, when Black Cat called out to him: "Where are you going?"

Spider-Man turned back to face her: "The person I think Hobby will target next."

-X-

Harry Osborn paced back and forth in the majestic living room of his mansion, a now near-empty glass of wine in hand as he pondered the events that had transpired over the last few weeks, including his last encounter with his old friend Peter. Notably, despite Peter's wondering if he and Harry could touch up again sometime, he had made no attempt to contact Harry for a while now.

_Guess he's preoccupied..._

Harry was shaken out of his thoughts by the ringing of the phone. Harry sighed, set his wine glass down, and walked over to the small table where he had left his cell phone. Picking it up, Harry said the name of the person who he automatically knew was on the line: "Stromm. What do you need?"

"Mr. Osborn, sorry to bother you, but its Mr. Trask. He's calling about the new Sentinel designs and…"

"Tell Trask I'll deal with it later Stromm. And could you _please_ be more discrete about that? They still wire-tap people's phones you know."

"Yes, sorry Mr. Osborn. Just thought you'd want to know-"

"I do, but I told you: keep it discrete. Who knows who's listening in on our private converat—"

The phone call was interrupted by the sudden smashing of glass windows as the Hobgoblin came soaring in on his glider. Harry turned in terror at the sight of the villain who so brazenly imitated his late father's alter-ego. The Hobgoblin's mouth stretched into its usual sadistic grin as the same sickly yellow eyes of the Green Goblin narrowed their focus on Harry.

"You shouldn't be up and about at this late hour Mr. Osborn. I hear sleep deprivation is quite unhealthy. Of course I wouldn't know…"

Hobgoblin chuckled to himself at that last bit as Harry cautiously stood up, his hard eyes meeting the Hobgoblin's as the maniac remained hovering over the same spot.

"What do you want?"

"Me? Oh, I'm just taking care of some business, you know, eliminating the competition and all that…"

Hobgoblin took out a pumpkin bomb and prepared to hurl it…

"…Such as yourself."


	9. Battlelines Drawn

Chapter 9: Battlelines Drawn

Spider-Man swung through the gaping hole in the windows that Hobgoblin had made for him and went right at the madman, kicking him back before he could throw his pumpkin bomb. Hobgoblin recoiled from the blow before then firing a laser blast at Spider-Man with his free hand.

"Ah, right on cue! Looks like my duplicate didn't keep you entertained for very long…"

Spider-Man dodged the laser blast and went at Hobgoblin once again. There were no quips to be had. No retorts either. No promises or vows that Hobgoblin would not kill his best friend so long as he was breathing. He just kept at Hobgoblin with as much force, speed, and fervor as he could muster.

Punch after punch, blow after blow, Spider-Man kept up the pressure as the reeling Hobgoblin flew around the mansion, still recklessly letting loose with pumpkin bombs left and right. Spidey fired web lines at each of the bombs and tried to throw them at the walls and out the windows, but some still collided with the floor in fiery explosions.

Finally, Hobgoblin forced Spider-Man off of him and then surged forward on his glider, bearing down on Harry Osborn with the intent of either running him down or skewering him with the glider's blades. Spider-Man didn't care either way. He wouldn't let his best friend die. Spider-Man swung forward, albeit awkwardly due to the narrow confines of the mansion, and grabbed his old friend, pulling him out of the way of the Hobgoblin's flight path. Spider-Man then set Harry down, and turned around to face his nemesis.

Hobgoblin hovered above the duo, eyeing them with his maniacal yellow orbs before finally saying: "Well, I can see that I'm unwelcome. So be it. You're only delaying the inevitable my web-slinging friend. Eventually, everyone you've ever cared for will be pushing up daisies…"

Spider-Man's spider-sense buzzed. Knowing what was coming, Spider-Man grabbed Harry again and swung out of the way of a surprise pumpkin bomb. The bomb destroyed everything surrounding it's impact spot, and by now a good part of the room was aflame, the automatic sprinklers soon turning on to suppress the fire as best they could.

The web-head turned and could see Hobgoblin flying away, certain that he could still hear his chuckling in the distance. Chuckling. The Green Goblin would have been cackling like the madman he was, but Hobgoblin was always just a bit more restrained in that one respect, however slightly.

Fighting the urge to hunt the lunatic down and keep up the attack, Spider-Man turned his focus back to Harry. His old friend was disheveled, his face was dirty from all of the rubble being tossed around by the explosions, and he looked just a little bit shaken. Understandable. For a moment Harry just stared at Spider-Man with a look of bewilderment, fear, and almost a lack of understanding. Spider-Man just returned the stare of shock, his red mask with large silver-white eye-holes betraying no expression.

Finally, Spider-Man walked away slowly from his friend, and web-swung away. He could talk to Harry later as Peter Parker. Right now, he needed to make sure that his other loved ones were all right…

-X-

"This is the moment of truth." Venom's counterpart noted as the two of them continued to make their way through the city. "The Marvel Knights will keep some of Spider-Man's loved ones safe, but they can't get to all of them in time. That is where _we_ come in."

"Where are we going?" Venom asked.

"Moon Knight will be going to where Glory Grant and Hobbie Brown are. Once there he will come under attack from Boomerang. Daredevil and Black Widow will be too far away from anyone to help. Spider-Man will be going to make sure Mary Jane is safe. Once he realizes she is not targeted he'll go to the Daily Bugle. We then, will be splitting up. You will go protect Flash Thompson, and I will safeguard the Connors.

"And what about the Spider's aunt?"

"She'll be taken care of."

-X-

Though it pained Spider-Man to have to face Mary Jane again, he also knew it would pain him much more to find that she had been killed. Fortunately when Spider-Man came within sight of Mary Jane's apartment he was pleased to see that there was no sign of forced entry and his spider-sense was not going off. Peeking in through one of the windows, he saw Mary Jane in her room looking over the script for her latest show. Spider-Man smiled as he watched her before turning away so she wouldn't see him.

It was here that Spider-Man found himself in a dilemma: on the one hand, Mary Jane's not being in danger at this moment did not mean she would not be accosted by Hobgoblin's agents or possibly even Hobgoblin himself later on. But on the other hand, Spider-Man had numerous other loved ones that his desire to see be safe mandated that he go check up on. But that would entail leaving Mary Jane behind. Worse, every moment he spent pondering what to do only served to lengthen the amount of time it would take for him to reach any of his other loved ones.

He thought that perhaps he should go to the Daily Bugle to make sure that it's occupants were not attacked. That was where the greatest concentration of people would be. Moon Knight had agreed to go make sure Hobbie Brown and Glory Grant were alright, so he knew they were safe. But what about his aunt? The Connors? Flash?

In the end, Spider-Man decided to start with the Bugle, and then if all went well go to check on Mary Jane again. As he swung off he knew deep down that he was deluding himself. His inability to be everywhere at once ensured that if Hobgoblin really wanted it he could indeed kill Spider-Man's friends and family, and he would not be able to stop him. He could only hope that the allies he had brought in could help guard his loved ones when he by himself simply could not.

-X-

"I gotta say I'm really glad you were willing to talk again Sha Shan..."

As Flash said this, he took the time to admire a face he hadn't seen in far too long. And the more he looked at said face the more Flash condemned his earlier actions that had driven her away. He had been the world's biggest fool back then. But now he was looking to make amends.

"I won't lie I was...reluctant to see or speak to you again." Sha Shan said hesitantly before adding: "...but you seemed sincere in your desire to make amends. So I felt I could at least come here to see you today."

"And I appreciate that, really I do. It...it's been a while."

Sha Shan nodded. "Yes. Years I believe."

"Yeah..." Flash trailed off. Truth be told he wasn't entirely sure where to go from there. Seeing Sha Shan again and remembering both just how beautiful she was and also how badly he had screwed up with her before combined to make him pretty tongue-tied. But he also knew that he would have to say _something_. They couldn't just sit there in silence all day.

Little did Flash Thompson and his ex-girlfriend realize though that they were being watched from afar by yet another of the Hobgoblin's recent recruits into his private crusade against Spider-Man and his loved ones. And this particular villain had his own connections to the Goblin legacy. It was reflected in his green body armor, stripped down goblin glider, and the helmet he wore stylized to resemble a halloween pumpkin. He was the Jack O'Lantern, once a lowly mercenary now a supervillain.

Seeing his target, Jack O'Lantern considered the possibilities. Grenades? Swoop in and kill him with his strength? Snipe at him from afar? Grenades were too messy, and to him overkill. The second had less collateral damage, and the third was the most precise. Jack O'Lantern preferred that.

Before Jack O'Lantern could act at all, he was tackled from behind with such force that it knocked him right off of his glider. Only Jack O'Lantern's body armor and slightly enhanced durability kept his back-bone from being snapped in two.

Realizing that his attacker was Venom, Jack O'Lantern unleashed an electric shock from one of his gloves. Venom growled in pain but the shock was only enough to allow Jack O'Lantern to wriggle free of Venom's grip. The bystanders had all scattered, but Flash Thompson and Sha Shan had not. Seeing Flash rush in to put himself between Jack O'Lantern and Sha Shan, the mercenary supervillain realized he now had as a good a shot as any and reached for his handgun. But as he pulled it out Venom was on top of him again, and this time Jack O'Lantern knew his shock glove wouldn't save him.

On his other gauntlet, he touched a button and his glider made a return flight and rammed into Venom with enough force to stagger him. Jack O'Lantern fired a blast of energy from the fingers of one of his gloves. The blast was, when coupled with the hit from his glider enough to stun Venom just long enough for Jack O'Lantern to cheat certain defeat once again.

Recalling his glider, Jack O'Lantern hopped onto it and looked around for Flash Thompson. Sure enough, he saw Flash running through the crowd with Sha Shan in tow. Wasting no time, Jack O'Lantern pursued. His glider flew so fast that he was soon ahead of his quarry, thus allowing him to cut off their escape. Aiming his handgun once more, Jack O'Lantern prepared to finish off his target...

A black tendril shot forward and knocked the gun out of Jack O'Lantern's hand. Swearing under his breath, the pumpkin-headed villain turned to see Venom bounding towards him again. Knowing he wouldn't stand a chance in close quarters, Jack O'Lantern did what he could to put some distance between the two of them. Knowing as he did how Spider-Man typically fought, Jack O'Lantern continued to take aim with his laser blasts and hand grenades. Venom however proved to be faster than Jack O'Lantern had anticipated, easily evading all of his projectiles before closing the distance and trying to ram into Jack O'Lantern with the full force of his body-mass. Jack O'Lantern managed to move his glider out of the way in time before then flying after Flash Thompson again. Undeterred, Venom pursued. As he did, he thought: "_Heh, pumpkin head was expecting us to fight like Spider-Man. But we don't fight like Spider-Man."_

Flying as fast as his glider would go, Jack O'Lantern again gained on Flash Thompson, who urged Sha Shan to keep on running without him. But just as Jack O'Lantern took aim with one of his laser blasts Venom tackled him from behind once more. As Venom tried to punch him out, Jack O'Lantern hit him with another shock from his glove, this one turned up to full power. The shock caused Venom to shriek in pain as part of his symbiote was blasted off by the attack. But the glove could only give this kind of shock for so long, and soon it powered down. By now Venom was enraged, and two punches to the head where all it took after that, the first shattered Jack O'Lantern's pumpkin-themed helmet, the second KO'ed him.

"Mission accomplished." Venom snarled before then webbing Jack O'Lantern up with his black tendrils and leaving him for the police. As he swung away though, he did not notice how part of his symbiote remained separated from him. Nor did Flash Thompson notice when said part of the Venom symbiote stuck onto him as he ran away with Sha Shan...

-X-

A quick trip to the _Daily Bugle _showed everything to be the same and no one in any danger more severe than working for the temperamental J. Jonah Jameson. Satisfied with this, Spider-Man decided to make sure his other loved ones were still alright. Making use of the communicator Moon Knight had given him upon his joining the Marvel Knights, Spider-Man tried to make contact with first the man himself and then Daredevil and Black Widow. When he tried the former he could hear the sounds of battle, which only caused Spider-Man's heart to race. Some of his friends and family had already been targeted.

"Can't talk, busy fighting." Moon Knight answered bluntly. "Hobgoblin sent Boomerang after your friends, I'm fighting him off. I think I can take him."

"Understood. Keep Randy and Glory safe." Spider-Man next attempted to reach Daredevil and Black Widow, and as was the case with Moon Knight he could hear the sounds of battle, this time much more chaotic as Black Widow answered: "We've come under attack. Old friends of yours too. Daredevil and I holding out but we're pinned down. You'll have to make do without us for now."

Swearing under his breath, Spider-Man next tried Black Cat, and was relieved when he did not hear any sounds of battle or bedlam when he made contact.

"Cat are you there? Where are you?"

"On my way to your aunt's actually." Black Cat replied from the other end of the communication channel. "I'll make sure she's safe."

"Thank you." Spider-Man said earnestly as he continued to swing through the city, going about in a much more frantic manner than usual as his mind buzzed and went hot with activity as he thought about all the different people in his life, all the different places he wished he could be at that moment, and all the different ways things could go wrong. His ruminations were interrupted by Black Cat's voice coming through on the communicator again: "Did you contact the others yet?"

Spider-Man nodded. "Yeah, and DD and Widow can't help. Ran into some kind of trouble. Says it 'old friends' of mine. Moon Knight's looking after Hobbie and Glory. Boomerang attacked him but I think he'll be fine."

"Boomerang? Funny, another one of your old losers attacked _me. _Remember Beetle?"

"Yeah, I almost caught him last time we met. You're saying he's after you?"**_  
_**

"He was, but I think I lost him for now. Don't worry: I'll still reach your aunt."

"Good to know. But take care of yourself okay? I don't want _you_ to end up dead either."

"Relax Spider, I can manage."

"I hope so..." As Spider-Man said this though, he felt his spider-sense go off. Trying to move out of the way in time, he was instead blasted right in the back by a crippling bolt of electricity. Spider-Man howled in pain as the blast shot him forward and caused him to plummet before a web-line carried him to safety. He knew from the attack and how it had come so fast that even he could not dodge it that it could only be one person.

"Electro."

Looking up, Spider-Man saw one of his oldest enemies hovering in the air, balls of compressed electricity consuming his hands as stray bolts radiated off of his body, which had years ago been turned into in a living electrical generator.

"Been looking for a rematch with you for a while now." Electro growled. "There's no water to help you this time."

Anticipating Electro's attack, Spider-Man moved out of the way before the next blast of electricity. The blue bolts of energy zipped through the air, missed Spider-Man, and continued to fly on by until they dissipated. Before Electro could fire another blast of electricity, Spider-Man moved again. He knew lightning traveled for too fast for anything to dodge. The web-head's only salvation was in how Electro did not _think_ at light-speed.

Again Spider-Man made an anticipatory evasion as Electro unleashed yet more electricity. As he swung and leaped about through the air, Spider-Man found himself frustrated with how he could not get any closer to Electro than he already was. Electricity crackled and sizzled off his body at all times. Electro's also accurately pointing out that there was no water Spider-Man could use to short-circuit him didn't make things any better.

_...And I can't dodge forever either. Gotta think of something else._

Another electric blast whisked past his head, he could feel the heat of it, smell the ozone. Knowing that no matter what he couldn't continue to fight Electro where he was, Spider-Man took off through the city, swinging rapidly through the air. As he swung around another building, Spider-Man knew he could not outpace Electro, who could transform himself into a living bolt. In fact, Spider-Man soon found that no matter where he tried to go Electro would inevitably get there first.

Another blast of electricity. This time Spider-Man didn't move out of the way in time. The blast hit him square in the chest and knocked him backwards through the air. A timely web-line kept him from plummeting to his death, but Spider-Man felt as though his chest had been lit on fire.

Managing to dodge again Electro's follow-up blasts before they were fired, Spider-Man looked around for something, anything, to give himself an edge.

_Really wish I'd brought my Insulation Suit. _

Spider-Man managed to fire some webbing into Electro's face, but he knew this wouldn't keep him incapacitated for long. Electro's lightning was such that enough of it could even melt away Spider-Man's webbing. And indeed, as Spider-Man took advantage of the distraction to put some distance between himself and Electro the villain was already in the process of burning the webbing away with concentrated electricity.

_This isn't working. I need to find some water fast._

Deciding to keep playing evasive until he found some water he could make use of, Spider-Man continued to swing away, from Electro, dodging every attack the villain threw at him as Electro outpaced him time and again. It seemed that even with New York being as big as it was Spider-Man still felt hopelessly boxed in by his foe.

_Wonder if this is how my enemies feel whenever I run circles around them..._

Another lightning blast whizzed right by Spider-Man's head, the heat filling his ear and causing it to go hot. This only inspired Spider-Man to swing through the city even faster, but that availed him not, as Electro remained much too fast for him. Finally seeing a nearby water-tower, Spider-Man decided to take his chances with that. Swinging lower to where the water tower was, Spider-Man goaded Electro to come closer and closer to him. Mercifully, the villain took the bait, and Spider-Man found himself immeasurably thankful that for all of his power Electro was not, in fact, the brightest bulb on the tree.

Sure enough, Electro eventually got close enough that Spider-Man let fly with his webbing. After ensnaring Electro Spider-Man quickly swung Electro by his webbing into the water-tower. Electro smashed right into it with enough force to dent it. Letting Electro's webbed up body fall to the ground, Spider-Man wasted no time and went around to the other end of the water-tower. As Electro struggled to burn through the webbing with his electricity in time, Spider-Man swiftly took out all of the supports on the water-tower. By the time Electro burned away all of Spider-Man's webbing, the water tower crashed down on top of him.

The effect of the large container of water mixing with Electro's completely electrified body was nothing short of spectacular. Electro howled in pain as he was short-circuited, large arcing bolts of lightning flying in every direction. Spider-Man even got blasted back by one, but recovered and stuck himself to a nearby wall as the electrical explosion continued. Eventually though it dissipated, and Spider-Man saw that however much his electric burns hurt at the moment, he was definitely doing a lot better than Electro, who looked just shy of dead. Fortunately though he still lived, and Spider-Man felt confident that he would stay down and out long enough for Spider-Man to deliver his webbed up form back to prison.

_And with any luck they'll actually keep him locked up this time._

But as Spider-Man webbed up Electro and then took off with him in tow, he found himself thinking about just how much trouble Hobgoblin was going to to get rid of him. He was recruiting old foes of his left and right it seemed. And as much of a help as the Marvel Knights and Venom were, they were being stretched thin.

It was about then that Spider-Man decided he had some other friends he was going to be calling in.

-X-

In one of the few floors of the Baxter Building not dedicated to the research of one Reed Richards, Johnny Storm sat watching television with Ben Grimm. Or rather, Johnny and Ben were engaged in a bit of a struggle over _what_ they were going to be watching, and their debate drowned out the voice on the news before Ben turned up the volume.

"…and General Ross has not been seen since. In other news, the Mutant Population was in celebration today, when the Supreme Court decided that the bill presented by Simon Trask, which would have prohibited mutants from breeding with humans, was unconstitutional. But the news was less well-received by many non-mutants, and violent protests have—"

"Come on Rocky! I don't wanna listen to this stuff! Its depressing, and depressing and I don't mix…"

"Aw shaddup matchstick. You gotta listen to the news every now and then. Besides, this is good news."

"How are 'violent riots' good news?"

"Not that, the fact that the bill got shot down. It's about time these mutants started getting treated like people."

"I still think we should see what's on HBO…"

"…The X-Men's leader Cyclops was to make a statement on the increase in Sentinel production tomorrow, but unfortunately, this statement had to be delayed until further notice…"

"Aw nice going flame-head. I missed the last bit."

Before Johnny could speak up, the newscaster spoke again: "In the wake of the destruction of the Latverian Castle Doom being traced back to him, Colonel Nicholas Fury, the director of S.H.I.E.L.D. has disappeared, presumably having gone underground. To fill the void left behind, President Obama has put Maria Hill, Colonel Fury's former right-hand, in charge of S.H.I.E.L.D. until further notice…"

Johnny and Ben's struggle ceased as they listened to this. Once it had fully sunk in, Johnny exchanged a nervous glance with Ben.

"They said the destruction of Castle Doom…weren't _we_ a part of that mission?"

"Yeah. We were. Fury's little 'Secret War' on ol' Doomsie's place, shoulda known it would cause trouble—"

"Hey guys."

Ben and Johnny turned to see their old mutual friend was clinging to the window, his way of asking to be let in.

"I need your help."

-X-

Venom's counterpart turned around to face him the second the symbiote anti-hero landed.

"Well? Is Eugene Thompson safe?"

"A bit shaken up but yes." Venom replied. "And how about you? We take it the Connors are safe too?"

The other man nodded. "Yes. Imagine Rhino's surprise when he found me waiting for him."

"One question" Venom said in response to his counterpart. "If you're...from the future, then doesn't that mean everything we do...everything anyone does...is completely set in stone? It was all inevitable?"

"That...is a difficult question to answer. For one it would require me to meticulously explain to you how the timestream works. So to make a long story short, no. I come from the future _most _likely to occur, one brought about by the chain of events most likely to take place. But it is not set in stone."

"Then why bother with any of this at all?" Venom asked.

"Because I don't want to risk it." Venom's counterpart replied curtly. "Because the future I come from is such a nightmare that I do not want there to be even the _slightest possibility_ that it will be _your_ future. So I'm here to change it. And I know that my doing it won't erase my future completely. It will only make it an alternate future. But at the very least you and everyone else here will be spared from going through what you went through in _my_ timeline."

"Sounds like we're talking about alternate realities now."

"That's because we are. My being here to influence events and make sure the right decisions are made will ensure that my future will go from being the one most likely to occur to an entirely separate and alternate one that you will never experience. In effect, history branches in two. One earth for my timeline, and another for yours."

"So what happens now?" Venom asked.

"We keep it up." the other man replied bluntly. "We keep going until such time as we have accounted for every single possible way in which my present could come to pass and systematically eliminate all of them. And there are still plenty more events to address. Suffice to say, we have a long ways to go yet."

"Figures."

"Take heart Brock; you're saving the future."

-X-

"So…you want us to do what?"

Spider-Man lost control of himself for a brief moment as he gave his answer to Johnny Storm: "Weren't you listening Storm? I want you guys to look after my aunt…let her stay here, protect her. Keep her safe!"

Johnny held up his hands defensively.

"OK, OK. Easy, easy. No need to snap Spidey. We're friends here remember?"

"I know that Storm, but my aunt is in danger! She's not the only one either. Hobby's hellbent on killing everyone I love, and that means my aunt's a target. I need you…the FF…to keep her and the other people I care about safe. For me."

"Look uh, not to sound callous here or anything, but couldn't you just get the police to—Oh, secret identity. Right…"

It was then that Ben interceded: "Look webs, I feel for ya. I do. But I just don't know what you think ol' flame-head and I are supposed to do. I mean, I don't think Reed and Sue want someone else here at the Baxter Building as….as uh…"

"As what?" Spider-Man demanded, again losing his temper. "Some kind of free-loader? You guys are supposed to be heroes! And I'm your friend! Ben, we've known each-other for years, and I have no one else to go to. I can't go to the police, the X-Men have got their own problems with the Sentinels and MRD, hell there isn't even an Avengers right now. Who am I supposed to take her to? Who? SHIELD? Doctor Strange?"

"Take it easy kid. Aw geez, you're stressed out. I can tell. Ah look. I'll…talk to Reed and Sue. Tell them what you've told me, ya know, make your case for you. And I'll see if we can't do something for your aunt…"

Spider-Man thought about it. He was still panicking, still unsure. The lives of everyone he ever knew and cared for were on the line, and every second he stood around doing nothing Hobgoblin could be coming closer to taking those closest to him away. He couldn't let that happen. No, he couldn't wait…

"Spider!"

Spider-Man was shaken out of his ruminating by the sound of a familiar voice. He, Ben, and Johnny turned their attentions to Black Cat, who was standing there in the center of the room's entrance.

"How the hell did you get in here? The Baxter Building's—"

"My school lockers had better security hot-shot" Black Cat said simply, cutting Johnny Storm off. She then turned her attention to Spider-Man: "I've been looking everywhere for you. Listen: Moon Knight's back from the apartment complex you sent him to, and he found this…"

Black Cat took out a small, silver-colored device that Spider-Man identified as a very small and sophisticated spy camera and handed it to him. Seeing it, and knowing what it meant, Spider-Man angrily crushed it in his red-gloved hand. He then turned back to Ben and Johnny: "All right, listen up: you guys are going to talk to Reed and Sue and I don't care what you have to say or do to them, but you _will_ get them to protect my Aunt."

Rarely had Spider-Man sounded so dark and threatening to anyone, but the stakes were high, and he wasn't in an accommodating mood anymore.

Ben and Johnny exchanged a nervous glance with one another and Spider-Man could feel Black Cat's look of concern as well. He didn't care. Right now his loved one's safety was all that mattered.

But it was Black Cat who responded: "Spider, listen to me: I can help you."

Spider-Man turned to her. "You already _are_ Cat."

"No, I mean I can help keep your aunt safe. I run a private investigation agency. It's called "Cat's Eye"

"Cute name."

Black Cat shot Johnny Storm a piercing look with her green eyes that silenced him instantly. She turned back to Spider-Man and continued:' "Yeah, "Cat's Eye". I formed it myself after I went straight. What a great use of my parent's money…anyway, I can send some of my agents down there. They'll take your aunt to a safer place than her house."

"Yeah, my aunt's not gonna trust some PIs in suits, and honestly neither am I."

"And your aunt's going to trust a giant orange rock monster and a kid who can light his body on fire?"

"Kid? I'm older than both of you—"

"Shaddup matchstick. The lady's got a point webs. I don't think any old lady's gonna want to see my handsome rocky mug. Aunt Petunia's favorite ain't one for the ladies anymore."

"How can you people possibly be joking about this?" Spider-Man screamed. "Dammitt, in all of the time we've been standing here talking, he could have killed her already!"

"I know…that's why I had her moved already."

"You WHAT!?"

"I called some of my boys and they went over to her house. She's in a safe-house now, and I've got Danny Rand keeping an eye on her. She's fine."

Spider-Man couldn't believe his ears. A lot of different emotions were rushing through him, but then he realized that it ultimately didn't matter. Black Cat had possibly just saved his aunt's life, at least for the moment. And this was the woman who had never cared about Peter Parker's world before. She'd been totally selfless here. And he was going to react by having a nervous breakdown?

"Cat…I…thank you."

"Now see? Wasn't that much better then yelling at me?"

Spider-Man didn't respond to that. Instead he just replied: "Maybe your "Cat's Eye" can help me with something else."

"What?"

"My Aunt may be safe right now, but unless I take Hobby out for good, he'll just keep sending more robots and psychos after my loved ones. I need to stop him for good, and to do that I need to find out who the Hobgoblin is."

**Author's Note: ****And here's another little list of facts:**

**There was an actual story called "Secret War" that involved a Nick Fury-led invasion of Latveria in mainstream continuity. This story may not take place in mainstream, but a similar story did happen here, as you can see.**

**Felicia Hardy did indeed form a Private Investigation Agency called "Cat's Eye" in mainstream continuity. I don't think its around anymore, but it was a somewhat interesting idea that I thought I could include in my Marvel Universe.**

**Danny Rand is a martial arts superhero named "Iron Fist" who has fought alongside Spider-Man a few times before. He even posed as Spider-Man once to help the web-head out of a jam. In fact, Iron Fist seems to enjoying posing as other heroes, because he posed as Daredevil too.**


	10. Digging Deeper

Chapter 10: Digging Deeper

"So who do you think the Hobgoblin might be?"

Spider-Man didn't respond. He was suddenly being hit with the realization that the whole time the Hobgoblin had been relentlessly crusading against his life and threatening to take it apart piece by piece, Spider-Man had never actually stopped to wonder who it was exactly behind the mask. Unlike Norman Osborn, whose title as the Green Goblin was solely his own, the Hobgoblin identity had traded faces and exchanged identities, and it was only after his last defeat was Spidey sure that he had finally nailed the one true mastermind behind the others, as what other Hobgoblins there had been were little more than pretenders, frauds, and flunkies for the original. But apparently he was wrong.

Roderick Kingsly had been exposed as the Hobgoblin and had disappeared off the face of the Earth as a result. Now that he was taking the time to actually think about it, Kingsly having come back for blood seemed like the most likely scenario. And apparently he had also somehow figured out who Spider-Man was beneath the mask.

But if it _was_ Kingsly, how would he find him? Spider-Man had no idea where the Hobgoblin's base of operations was, but then he figured that if Kingsly _was_ back, then he would be lying low. Any old contacts he had with the criminal underworld he had once fought so hard to seize control of would either be retained, or more likely replaced with new ones. So sweeping through New York's criminal network looking for flunkies and informants was definitely a possible strategy, and with the Marvel Knights, Felicia's "Cat's Eye" organization, and a reluctant Venom as his allies, Spider-Man could cover more ground more quickly.

There were problems with that though. One, Spider-Man didn't know where to start, two there would still be a lot of ground to cover, and most importantly, such an aggressive sweep could easily alert Hobgoblin and whatever stooges he _did_ have to what was going on, and both Kingsly and his allies would disappear again.

But what other strategies where there? Spider-Man thought about it. If Kingsly had come back, he had done it anonymously, probably under an alias. He could try and get "Cat's Eye" to be on the look-out for anyone matching Kingsly's description, but that plan became another impossibility when he realized that not only would Kingsly not likely be out and about (instead keeping a low profile) but also that even if they had a good reference, it was unlikely that they would find one man in a city of over 8 million.

So then what was there to be done? Spider-Man thought about it, his mind drawing upon long stored away memories of his previous conflicts with the Hobgoblin in the hope that they would offer some kind of solution. Then he hit upon a plan. It was a desperate plan to be sure, but it was all he could come up with at the moment. Hobgoblin, whoever he was, was covering his tracks pretty well.

Spider-Man finally gave Black Cat his answer: "I think its Roderick Kingsly, same as before. Either that or another flunky, but either way, Kingsly's the one behind all this. I'm sure of it."

"Kingsly? And how do you think we can find him?"

"It's a big city. Kingsly's going to be lying low. But I think I may know a way to find him. Tell your Cat's Eye people to go find a man named Daniel Kingsly. He's Roderick's brother. He might know something."

"And where are _you_ going?"

"I'm going to be checking a different lead."

-X-

Knowing full well that his boss was utterly incapable of seeing him without yelling at him and making demands of him, Peter Parker did what he could to enter the offices of the Daily Bugle quietly and discreetly, neither of which were virtues of his to begin with, at least when in his civilian identity. Fortunately, the office building proved to be particularly hectic that day, and as such Peter was able to blend in amongst it's colorful assortment of employees long enough to reach one of the more isolated rooms in the building. Locking the door, Peter booted up one of the office computers he had taken into the room with him and got to work looking up the old file of Ned Lee.

Ned Lee was a journalist at the Daily Bugle, and as such was an acquaintance of Peters. The two had stayed out of each other's way during Peter's early years, but after he started dating, and later marrying, Betty Brant, he and Peter grew closer, although there was always something between the two that kept them from truly being friends. And any chance of getting closer that they may have had was taken from them the moment Lee became involved in the original Hobgoblin Roderick Kingsly's game of lies and tricks. And Lee, dressed up and drugged up as a stand-in Hobgoblin, had become Kingsly's biggest trick of all. Now that Hobgoblin was back, Peter hoped that maybe there was some clue or hint to be found in Lee's back-story and what was known of his experiences as the Hobgoblin that could give Peter some insight into where Kingsly might be now. There wasn't an awful lot, and his chances of finding something relevant weren't high, but Peter figured that it was worth a look anyway. He had to be sure. He couldn't afford to leave any stone unturned.

He drew up Lee's file on the computer and also re-examined his story as it was reported in the Daily Bugle, gathering up and poring over what few copies of past articles remained in existence. The early articles were no help, as most of them were just the Bugle doing its best to salvage it's reputation in the face of one of their journalists being exposed as a supervillain, but the final one amidst the clutter was of interest. It was a complete story on Lee's tragic tale following his murder and included an interview with Lee that had been taken shortly before his murder. In it, he mentioned that when he was under Kingsly's sway, including when he was first transformed into the Hobgoblin, he would wake up in a darkened room, that was filled with weapons, gadgets, and the goblin serum. The way in which Lee described it made it sound like a safehouse. A place where the Hobgoblin hid, perpetually concealed from the rest of the city where he could keep plotting.

But why hadn't the police searched for that? Apparently they had no idea where to look. As Lee's vague descriptions of his surroundings had clearly shown, Hobgoblin had always gone to great lengths to conceal his identity and whereabouts at all times. He was either a complete neurotic, extremely careful, or both. There was no way to tell where it could possibly be.

Peter thought about it himself. It had to be somewhere that Kingsly would feel most secure…Peter came up with nothing. He looked up an article on Roderick Kingsly to try and re-acquaint himself with his background. It listed him as a fashion designer, but would Kingsly really keep his secret safe-house behind his shop? It seemed like a ridiculously cartoony move that only a Saturday morning antagonist would make. But then Peter suddenly thought for a moment: what if that was it? There was, after all, such a thing as hiding in plain sight…

Peter thought about it. His list of options and theories was not particularly long, or at the very least his list of feasible options and relevant theories was not particularly long, so he figured that he may as well give it a shot. Felicia and the Cat's Eye were already doing their part, he might as well try and do something himself. If he didn't find anything at Kingsly's old building, he could try looking for some of the Green Goblin's old equipment staches, places where Spider-Man's late foe had stockpiled extra equipment in case of an emergency. Spider-Man had discovered a few during his time exploring New York. Hobgoblin could be hiding in one. Especially since these equipment staches were how Kingsly had managed to become the Hobgoblin in the first place.

And so, leaving the Daily Bugle as quietly as he had entered it, Peter changed back into his Spider-Man costume and set out for what he hoped was the lair of the Hobgoblin…

-X-

"Daniel Kingsly?"

Daniel Kingsly, a quiet, withdrawn, and now rather neurotic man in his late fifties, nervously opened the door to see who it was and was greeted with an attractive young woman with piercing green eyes and white hair. Kingsly suppressed his paranoia and asked in as neutral a tone as he could manage: "Who are you?"

"My name is…Lydia. Just Lydia. I'm here to ask you a few questions…"

Kingsly's heart threatened to stop on him as he gave his nervous response: "Oh no. I know why you're here. You're here to ask about my brother aren't you? Well, I've already talked to the police, and the journalists, and the reporters, and those shady men from "SHIELDS" or whatever the hell it was. And I'm telling you what I told them: I had nothing to do with any of it. I never knew my brother was a criminal, and as it stands, he's not my brother anymore. Now get out, before I call the police…"

"Mr. Kingsly please. I'm not here to arrest you or accuse you. I just want to ask you a few questions."

"I just told you that I'm through with answering any damn questions—"

"Mr. Kingsly the lives of several innocent people are at risk. If you help me, I may be able to save them."

Daniel Kingsly wasn't sure he heard that last bit right. He wondered for a moment if maybe his mother was right about him needing a hearing aid before responding: "What are you talking about?"

"Mr. Kingsly, we believe that your brother may have come back. And he's targeting innocent people. Several of his goons have already attacked and almost killed several people."

Daniel Kingsly paused. He couldn't believe his ears but this time he knew he was hearing right. He just didn't want to believe it. His brother was back and hurting people again. And now this woman was telling him that other people had nearly ended up dead because of him. Daniel Kingsly strained to keep his rising anxiety at a controllable level as he gave his response: "I…I…lady please. I'm not a crook like him. I don't know anything, I…"

Daniel Kingsly trailed off. He wasn't sure if this woman's piercing green eyes or his own guilt or both was compelling him to speak, but it was then that he chose to come clean with what precious little he did know: "He…came here. He came here in that blue and orange costume of his. He was cackling like a madman, telling me how happy he was to see me again, but also told me to stay out of his way…that he had plans now that he was back and that no one was going to be able to get in his way…"

"Did he say anything about any super-heroes?"

"Uh…yeah. Yeah he did…he said…he said that he was going to bring about Spider-Man's downfall."

"Did he say how?"

"No…he just said that, then started laughing like mad. Then he flies out, and I've got a hole in my roof. And now here I am wearing a pacemaker and living like a recluse. The evil son of a bitch. I can't believe we share the same face…"

The woman's green eyes lit up like an emerald fireworks display. Kingsly asked her if anything was wrong. No sooner did he did the woman snap back to it and ask: "Mr. Kingsly did you ever leave New York? Recently I mean?"

"Well not "recently" but I had taken a long trip to Florida a while back…it was after Roderick got ousted as the Hobgoblin. It was not a good time to be the guy's twin brother. I had to get away for a while, you know? Spare myself the stress. But because I look so much like my brother, the stupid cops think I'm Roderick hiding out. Do you know how much the damned police pestered me while I was trying to enjoy the sun?"

"Well why were they after you?"

"Because they thought I was Roderick! I told them I wasn't, and they still finger-printed me. Talk about identity theft…as if he hasn't stolen enough from me."

He could see the woman's eyes light up again. It was as if she had been struck with some sudden realization.

"Mr. Kingsly…thank you"

"For what?"

"For the answers."

-X-

Spider-Man swung towards the building where Roderick Kingsly had once reigned as the Rupert Murdoch of the fashion world, now long abandoned. He made his way in, and navigated the hallways and corridors, finally reaching the main room, and desperately looking around for anything so much as hinting at a hidden room, or a back door, or even a special switch. After everything else he'd seen and been through, Spider-Man wasn't one to play the skeptic.

Spider-Man backtracked a bit, navigating the halls when he found a doorway leading to a hallway that itself led to the rooms where the "behind-the-scenes stuff" as it was known by those not well-versed in the fashion world would likely have taken place. But through these corridors, there was another door. It was an inconspicuous one, looked the same as all the others, but Spider-Man remembered the hiding in plain sight bit, and then also realized that the sheer number of doors seemed unrealistic. So he went to the door that struck him as out of place and unnecessary. Predictably, it was locked. They all were.

Not in the mood to be subtle, Spider-Man hit the door as hard as he could, and sure enough, in just that one punch Spider-Man sent the metal door crashing down.

Spider-Man made his way through the room. It was pitch-dark, and there was no light switch on the wall on either side of the door. Spidey wasn't keen on the idea of wandering around through a dark room alone, but then he realized that if anyone was there, they would have heard him punch down the door. Aside from that, this dark room's existence did strengthen his suspicions. So he would press on.

Entering the darkness, and making his way through it as best he could, Spider-Man moved at a slow, methodical pace, hands reaching out for anything of import. After a few moments, his eyes began to adjust to the darkness and he felt less like a blind man stumbling about as he could make out what was another door. Finding it to be another hard iron slab of metal that was locked in place, Spider-Man braced himself and hammered his fist into the door as he had the last one. It shuddered and tore from its hinges, then fell inward with a horrendous crash, also sending up a thick plume of disturbed dust.

Spider-Man's eyes refocused themselves on the considerably less dark room. It fit the description of a storage room, Spider-Man could see that, but nothing was there. Nothing that was, except for what looked like a mess of incomplete and disassembled weapons and gadgets and other unidentifiable junk strewn on a table. There were also a few computer monitors whose eerie green and black screens were the main source of illumination. Beyond that, Spider-Man could see several more screens, all turned off, and a black laptop at the foot of the table with the gadgets. Walking over to it, Spider-Man lifted the laptop screen up ever so cautiously…

The computer screen suddenly flickered to life. Spider-Man's spider-sense started to buzz rapidly as he was greeted with an obnoxious cartoonized version of the Hobgoblin's face laughing at him and mocking him with jeering faces as the following text appeared below in blood red letters:

To Spidey: We're not ALL morons. HAHAHAHAHA

Running as fast as his legs could carry him, Spider-Man sprinted out of the room as his ears picked up a beeping noise that steadily grew louder, and more rapid. Taking that as his cue to run even faster, Spider-Man kept up his sprint as he made his way to the nearest window and burst through it, swinging away just as the sound of a massive explosion tore through the air, ringing in his ears as he escaped the ensuing shockwave and felt the air grow hotter from the blast. When Spider-Man turned and looked back, he could see the fires raging from where that part of the building used to be.

-X-

Hobgoblin watched the explosion unfold from the safety of his new hideaway with nodding approval, immensely pleased that Spider-Man had taken the bait. He was unconcerned about the wall-crawler possibly being killed by his trap, as he knew that Spider-Man was fast enough to get out in time.

But as it stood, Spider-Man had known where to look for him. He was actively seeking him out now. Trying to find him. He and the white haired femme fatale had become too nosey for their own good. It was time to fix that. And what better way to do that then by also spiting his nemesis _and_ exacting revenge on another at the same time? It was killing three birds with a single stone.

Hobgoblin turned to his lackey: "Come Ryan. I think its time we pay a naughty little girl a visit…"

-X-

Spider-Man made his way back to the Cat's Eye building as fast as his web-swinging would take him. Hobgoblin was on to him. He knew that Spider-Man was looking for him, and that meant that Felicia was in danger.

Spider-Man felt a rising sense of frustration and anger. He was still no closer to finding the Hobgoblin, and now his snooping around had attracted Hobgoblin's attention again. Worse, it had endangered the life of someone he cared about.

Finally though, he neared the building and was relieved to see that it bore no signs of an attack. Swinging in, Spider-Man rushed to where Felicia would be if she was back and went straight to her right-hand man, "Lippy".

"Lippy, where's Felicia?"

"Just came back actually. And she's been looking for you…"

His heart racing with a mix of relief, anxiousness, and desperation, Spider-Man ran back through the hall looking for her when he ran headlong into an approaching woman.

"Oh my God! I'm sorry, I didn't—"

Spider-Man's eyes adjusted themselves fully to the face of the person he had run into and found himself staring at a familiar set of green eyes.

"Felicia! Sorry, I…I was just looking for you…"

Black Cat re-centered herself and pushed the locks of white hair out of her eyes as she gave her response. As she did, Spidey, who had, he noticed, become a bit lost on her face for a moment, realized how close he was to her and took a few steps back.

"So you found something to tell me I take it?"

Spider-Man nodded. "Yeah, but what about you? Did you have something you wanted to tell _me_?"

"Yes, I do: I don't think Roderick Kingsly ever left New York."

Spider-Man couldn't believe his ears. "What? Felicia that's crazy, the police said he'd fled to Florida..."

"That was _Daniel_ Kingsly. Peter I talked with Daniel Kingsly, and he said that he'd gone to Florida shortly after his brother was exposed as the Hobgoblin. And they're _twins_. The police went after the wrong man, and my guess is, Roderick used that as a chance to lie low. I think he's actually been hiding here in New York this whole time..."

Spider-Man stood silent for a moment after, letting the revelation sink in. So it had been Daniel Kingsly, not Roderick Kingsly who had fled for sanctuary in Florida. And not to escape justice, but the bad publicity of being a supervillain's brother. And all that time Kingsly had been hiding out in the city, scheming, plotting, and salvaging his position before launching a vicious comeback. It made sense. In essence it was the same as the location of his safe-house in that he was hiding in plain sight.

Spider-Man couldn't believe how stupid they all were, mistaking one twin brother for another. And that mistake had nearly cost his friends and family their lives. A part of Spider-Man almost felt like going berserk but he held it in, slowly relaxing his tightening fists and forcing his tone to stay as calm as possible as he gave his reply: "Well…that makes sense given what I know, because Hobgoblin is, was…operating out of a safe-house hidden at the fashion place Roderick Kingsly used to work at. By the time I found it though, he'd cleared out, and rigged the place to blow. I got out right before he blasted a small crater in the building."

"Well, then it looks like we have our Hobgoblin. It is Roderick Kingsly back with a vengeance"

"Yeah, but how do we find him? He could be anywhere in the city now…"

"Well I hate to say it, but I don't think that there's much more either of us can do today. Its night already, and some of my boys do actually have lives to live. I'm not going to send them around searching aimlessly for one guy who can be anywhere…I'm sorry Peter. But I just can't do that."

"No…no its OK…you've done a lot for me already Felicia, and I appreciate that. Its just that I feel so helpless right now…Hobgoblin's out there somewhere, and until I find him and stop him its like everyone I still love has a bullseye painted on their chests…"

"I know…"

Black Cat put a hand on his shoulder. "Don't worry: we'll stop this bastard. He won't kill anyone you love I promise. I'll at least ask Lippy and Danny Rand to look after your aunt tonight."

"Thanks…"

He could see a smile appear on Black Cat's face, which made her look even prettier he realized. "Don't mention it. Now go home and get some rest. You could really use it. And a bath wouldn't kill you either"

Spider-Man felt a small smile underneath his mask.

-X-

Spider-Man was swinging through the city with a considerably lessened amount of anxiety and brooding then usual. He actually took the time to admire his surroundings again, something he had ceased to since the beginning of Hobgoblin's attacks on his loved ones and before that his break-up with Mary Jane. All of the joy he had derived from every facet of the job, including the sheer exhilaration of swinging through the city, especially on nice nights like this one, had begun to disappear these last few days as both stress and sorrow consumed him, but now he was actually admiring the scenery again. He almost felt more…at ease.

Why was that? By all rights he should still be ever on the alert, ever wary of the possibility of Hobgoblin or some supervillain in his employ brutally murdering someone that he loved.

And yet for one moment, Spider-Man felt almost calm again, assured that for a moment, he could relax…his thoughts drifted to other things, things he _wanted_ to think about for a change. He thought about different things, memories, thoughts on the _Daily Bugle _and the people he cared about there, thoughts on the Connors, wondering whether or not Curt Connors had fully bounced back from his time as the Lizard, thoughts on the Marvel Knights and the work he had done with them, and thoughts about…Felicia.

That last one caught him off guard a little because it had come so suddenly. But though he felt compelled to mentally check himself he instead found himself really seriously starting to think about her…she had really helped him so much, from coming to his aid against the Hobgoblin, using the Cat's Eye organization to keep his Aunt safe and help him figure out Hoboblin's identity…it was really quite amazing when he thought about it. She had been totally selfless, come so far from who she once was…she definitely wasn't the same flirty and inconsiderate rogue she had been when they'd first met so many years ago…

"Parker."

The sound of a familiar dark voice shook Spider-Man out of his thoughts and caused him to instinctively look over his shoulder as he swung onto a nearby rooftop. Sure enough, there was Venom, watching him, and now staring him down on the same rooftop.

"Brock. What are you doing here?" Spider-Man's body got tense as he asked the question. Venom may have agreed to help him against the Hobgoblin, but he had agreed to help him against Carnage too, and those past alliances had tended to end in betrayal. Spider-Man wasn't taking any chances.

"It's a bit against our better judgment, but we feel we must give you a warning sense it involves those you care about…do you remember when we reabsorbed the spawn?"

"You mean Carnage's symbiote? Yeah, what of it?"

"Well, its…possible that a small part of it may have broken free…"

Spider-Man hoped that Venom wasn't trying to mess with him. "What?"

"When we attacked the scum who tried to kill your Aunt, he had stabbed us with a knife. Its possible that some of us may have latched onto him when he was in our grasp…"

"And you've waited until just now to tell me this?"

Venom growled. "Shut up Parker. We've been a little too busy keeping watch over other people, including your friends we might add. And besides, we haven't been sure that there was a separation until recently. The rogue portion of us…its become stronger now. We can sense its presence, and now we know for certain that its out there, and that part of Carnage's symbiote escaped with it. The portion of our suit by itself isn't powerful enough to keep the Carnage portion contained anymore. And that's not all: it's attached itself to a host…consuming him, exerting control…its only a matter of time before it envelops the poor fool now."

"Whoa, whoa, wait a minute: do you mean we're going to be getting another Carnage? Or another you?"

The look of Venom's mask did not change at all as he looked at Spider-Man but the web-head could almost sense the graveness on the face of Eddie Brock as he gave his answer: "No. Neither one. Something _much_ worse"

-X-

Black Cat returned to her penthouse floor and opened the double doors leading in. She was busy thinking of Spider-Man, and how all of this was clearly taking a toll on him. She didn't like seeing him this way, and was also beginning to get the gut fear that the man she used to know wouldn't make it out of this intact. That the Spider-Man that emerged would be changed, and not for the better.

She shook her head. No. He wasn't gone. He was still there, she could see it in how much he still cared. No, he was just buried underneath a mountain of stress and fear. He was a man who was at risk of losing his whole world. Who _wouldn't_ let that tear them up inside…?

"Welcome home miss Hardy."

Black Cat's heart pounded in her chest and her blood went icy cold. She turned around rapidly and could see the shadow of a man sitting in a comfortable chair in the room. One foot was resting on the opposite leg, and he held in his hand a glass of champagne from a bottle he had helped himself to. Felicia recognized the voice, along with the orange of the feet and hand anywhere.

"Not you…"

"Oh so you recognize me? I'm flattered, really…" At this, Hobgoblin leaned forward a bit, making his face visible. His usual sadistic grin was there only now it was particularly unnerving. She could feel it. There was no genuine humor or mirth in his smile. Only cold-blooded cruelty and mockery of an emotion he was incapable of feeling.

"You've been a very naughty little kitten my dear. Snooping around for answers, getting information out of my idiot brother…I'm afraid I can't have you doing any of that…"

Black Cat readied herself. She knew what Hobgoblin was capable of, but that didn't mean she would just lie down and die. A black belt in karate and judo, she prepared to put those well-honed fighting skills to use as she got into a fighting stance and readied her clawed gloves. But Hobgoblin didn't move. He just sat there, still sipping his champagne.

"…Why do you do these things anyway? I mean, you're being awfully altruistic for a cat burglar…how curious."

Hobgoblin took another sip. Black Cat's mind was racing with fear and doubt as a million possible scenarios raced through her mind, with very few of them being to her favor. But she held her ground as best she could.

"First of all, its _ex-_cat burglar actually, and second what I do is none of your business"

"Oh? Actually my dear, you became by business the second you left a deep, nasty cut on my leg. When you chose to involve yourself in my affairs with the wall-crawler. In fact, you've been my business from the very beginning of my war. I've been watching you, same as all of his other loved ones, and I must say I really am curious as to why you care so much. I mean, Spider-Man seems like such a more interesting person to throw a birthday party for then Peter Parker…"

He knew that too. Who knew how long he had been watching them? Black Cat did her best to retain her composure. He was toying with her, he could tell. Trying to get under her skin. And loathe as she was to admit it it was working.

"…But of course, Peter Parker and Spider-Man are one in the same, two very different halves of the same man yes? A somewhat lonely man now that I think about it."

"He's not alone." Black Cat growled defiantly. She fought the urge to lunge at him and tear into him with the full force of her claws. It was only the common sense of letting him make the first move and also possibly fear that stayed her hand.

Unfazed by Black Cat's defiance, Hobgoblin continued: "Oh please. Don't delude yourself the way he does. He's alone all right. He may have friends and family, but none of them truly understand him. Most of his friends don't know Peter Parker is Spider-Man, and most of you "heroes" who call yourselves his allies don't even know who it is underneath the mask. You my dear do have the luxury of knowing, but you still don't understand him. You never did."

"How dare you..."

"After all, if you understood him, why did he abandon you?" Hobgoblin's smile grew wider. "Do you remember that? When he decided to break your poor sad little heart and leave you alone? That's something you two have in common isn't it? You're both so alone in this world..."

Black Cat felt her body shaking as Hobgoblin said this, her stance threatening to come undone and sweat trickling down her forehead as her brow tightened and her pretty face took on a scowl of pure rage. She wasn't sure how much longer she could hold herself back.

"So is that why you do it? Yes, I think it is. To win back his approval. That's what you've always wanted isn't it? To get his approval, his attention, his _love. _And now that his relationship with Miss Watson has failed, you figure now is as good a time as any to move in and claim your man. Am I right…?"

At this, something in Black Cat snapped. She lost all sense of restraint and common sense and lunged at Hobgoblin with all of the fury that she had in her. She would tear him to pieces for the things he'd said and done. She didn't care who it was under the mask, who it was pulling the strings. She would hurt him.

But as she went at him, Black Cat felt a strong gloved hand grab her ankle and pull her back down to the floor. Not having time to analyze who her attacker was or figure anything else out, she just instinctively shook off her assailant's grip and kicked him back. Rising to her feet, she quickly entered a defensive stance and readied herself for the man's assault. Looking out, she could see that her kick, enhanced by her suit, had sent him back a ways. He was now lying on the ground defeated.

Hobgoblin shook his head. "A disappointment as always." he said before finishing his champagne and throwing the glass away. "If you want something done right, do it yourself." Hobgoblin raised a hand and gestured for Black Cat to come at him. "Don't hold back dear. I assure you I can take your worst."

Black Cat snarled and ran at Hobgoblin. Next thing she knew she had been sent flying across the room by the force of one of Hobgoblin's attacks, who had struck her so hard and fast she had barely even seen it coming. Wincing in pain, Black Cat struggled to get back up, only for Hobgoblin to close the distance between them with an alarming amount of speed. Black Cat found herself being sent flying into the air by another of Hobgoblin's hits mere moments later.

She struggled to get up. She could taste blood in her mouth and her ears were ringing. Hobgoblin was as strong as Spider-Man, but had none of his restraint. Black Cat counted herself lucky she wasn't dead yet.

But before Hobgoblin could attack her again, his fallen henchman cried out in pain. Both Black Cat and Hobgoblin turned to him, and saw Ryan's body shaking violently and writhing in pain. Looking closely, Black Cat could almost see what looked like strands of black and red snaking across his body.

The man shook and groaned in agony as he slowly but surely turned to look at Black Cat and return her gaze with his own. As he did, the strands of black and red became more clear, and gradually began to cover his arms and legs completely, with the legs becoming all black and the arms turning blood red. By the time he stood up again in full, Black Cat saw in place of his face a mask that eerily resembled Venom's "face" only a mess of black and red instead of just black.

"You _really_ shouldn't have hurt me…"

**Author's Note: Oh dear…dark cliffhanger. Man, this chapter turned out WAY longer then I had expected (and hoped) it to, but, ah well. **

**And now for the usual tidbits of info…**

**Yes, Ned Leeds here is turned into Ned Lee like in the Spectacular Spider-Man show, as I like how that added some diversity to the mix. And don't we all want to see that?**

**Daniel Kingsly is an actual Marvel Character. There is actually some evidence that he appeared in the Spectacular Spider-Man TV show alongside his brother.**

**The name Felicia gives here as an alias is actually her mother's name in the comics.**


	11. Heart of Darkness

Chapter 11: Heart of Darkness

The transformation of the man she had just badly beaten left Black Cat taken aback and horrified as the red and black slime continued to consume his entire body. As the metamorphosis continued, the man also seemed to be regaining his lost stamina, having stood up again as if Black Cat had never even given him so much as a shove. The last of the red and black strands twisted and turned on his chest area before integrating and blending, mixing seamlessly with each-other into his body. The end result was a blood red torso with a black version of Venom's logo on it. His upper legs had also become red, along with the entirety of his arms. The rest of his legs were ebony black, and so where his claws. His face had turned into a mockery of Spider-Man's red mask, but with the eye-holes resembling those on Venom's "face". The bottom part of it was also black and, much like Venom, with a mouth that resembled the maw of a piranha.

Black Cat knew that whatever it was that this man had become, he was now akin to Venom and Carnage, and what precious little experience she had had with those two psychos was enough to tell her that this man was now far, far, out of her league. And he knew it too. She could see it in how his mouth morphed into a devilish smile as he readied his claws. But it was when he spoke that was really unnerving: it sounded like three separate people saying the exact same things at once.

"Heh, heh, heh…poor little kitten. You really should have kept those claws to yourself…now I…_we _are going to hurt you. And not gently either."

Black Cat braced herself, desperately trying to maintain her fighting stance without faltering as her heart went at three times its normal speed. She kept nervously taking in her foe's monstrous new form, her eyes repeatedly returning to his inky black claws. Clearly seeing past her façade of unflinching courage, the disturbing grin on the monster's "mouth" grew wider.

Then, without warning, he lunged at her, and Black Cat just barely moved out of the way. Unfortunately, out of one of the creature's arms came a blood red tentacle of sorts that latched onto her leg and pulled her towards him. In desperation, Black Cat moved her body out of the way of the symbiote monster's claws and slashed at its face with as much force as she could muster. The creature reeled in pain and his tendril retracted, releasing Black Cat. As this happened, she could hear the symbiote monster screaming in pain, again sounding like three different people speaking, or in this case screaming in unison, before she started hearing his words, and all three voices carried a mocking tone: "Oh the pain! The pain! It's unbearable!, It's intolerable! Actually…it tickled."

The creature grabbed Black Cat without warning and locked in her a crushing vice grip. His wicked grin getting even wider, the monster pulled Black Cat closer so that her face was inches from his, forcing her to look at his disgusting slimy red face up close, a sight which was truly revolting in in of itself.

"Bad kitty…bad, bad, kitty."

Without warning, he kneed Black Cat hard in the stomach, causing her to gasp in pain and agony as he then threw her halfway across the room. Black Cat, using Olympic-level athletics honed from years of experience, rolled and landed gracefully on her feet, claws extended and ready for battle despite the still aching pain in her stomach area. It took all of her resolve to keep from falling to her knees as she desperately took in air following her being winded by the blow.

In the back of her head, Black Cat was fully aware that she stood no chance against the symbiote monster that this petty thug had just morphed into and needed to hightail it if she had any chance of staying alive. She needed to get out…get out and warn Peter…

Black Cat was shaken out of her thoughts as the monster came at her again. Black Cat surprised him by firing her grappling hook at him at point blank range. The claw embedded itself in the monster's shoulder, only for more red strands to completely envelop the claw, followed by him then slashing the line in two with his inky black talons and then running at Black Cat again. Black Cat cartwheeled out of the way, and spun around to make a run for it. She heard the three eerie voices laughing together as she did.

"HAHAHA. What's the matter kitten? Did we frighten you?"

As Black Cat kept running, she could hear the monster running after her and catching up to her fast. Spinning around to meet him, she hurled some smoke bombs directly into his face for all the good it would do and then moved to the side while he was distracted for a second by the smoke. The villain quickly fought his way past the smoke though and took a semi-blind swing at Black Cat with one of his trunk-like arms. Fortunately though, his attack coming while still getting past the smoke made it just a bit sloppier, which in turn allowed Black Cat to leap backwards and out of the way of the blow, landing gracefully and ready to fight again.

Hobgoblin applauded, mockingly impressed with Black Cat's feat.

"Ah! Bravo!"

Black Cat ignored him, despite the intense urge to rip his tongue right out, and focused on trying to find a way out of her current sticky situation. Her grappling hook had been sliced in two, but she had other tools with which she could scale down the walls. The problem though was that both of her enemies could easily follow her and kill her when she was in a vulnerable spot. But standing and fighting guaranteed defeat and death, in short order. Neither option looked good.

Her choice came for her when the monster rushed at her again, this time with his own claws fully extended. Black Cat moved to one side to avoid the attack, but he was ready for that, and rapidly changed directions along with her, also using his tendrils to grab her leg and pull her towards him. The monster smacked her across the side of the face, an intensely painful strike that left the entire right side of her face feeling bruised and pained and very nearly knocked her out. As consciousness threatened to leave her she suspected that her opponent was deliberately holding back his full strength, toying with her and stretching out the fight, along with her suffering.

_A sadistic monster, just like his boss._

The creature then bared its claws and began slashing at Black Cat. She tried to dodge each slash as it came but he was too fast for even her. Though her suit took the first swipe, the next few got past it. Black Cat felt a sharp, deep cutting pain on the side of one of her arms, causing her to cry out in agony. Desperately attempting to steel herself from it, she tried to remain on the evasive, only to feel another deep cut, this one on her leg and coming shortly after her arm injury. Black Cat screamed in pain and fell to her knees, gripping her bleeding arm tightly, as her opposite leg also began to bleed.

Her monstrous foe stood towering over her, ready to finish the job. Raising his arms, he unleashed more tendrils, one of which wrapped itself tightly around her wrist and started to pull her up off the ground and then towards him. Black Cat struggled as fiercely as she could, even trying to slash the tendril with her free hand, but she was still being pulled closer and closer into the vicinity of the monster, who also restrained her other arm with another tendril before she could slash at his face again. And with her one injured arm she was now too weak to fight back anyway.

Keeping up his sadistic Cheshire grin, the symbiote villain extended a black-clawed hand and stroked Black Cat's cheek lightly, making her skin crawl and giving her a powerful urge to vomit.

"Pretty little kitten. You really shouldn't have hurt us like that…"

His black fingers trailed down to her chin, which he gripped tightly and pulled up, forcing her to look at him directly. She returned his Cheshire grin with a scowl that would shatter glass. This only seemed to amuse the symbiote monster more. Finally, using all of the strength she could muster, Black Cat forced both of her legs forward, kicking the monster back as hard and fast as she possibly could. Unfortunately, he was completely unfazed by this and laughed in her face. "What the hell was that supposed to be? A tap? We hardly felt a thing."

Hybrid turned to Hobgoblin: "So what now boss? What are we gonna do with the kitten?"

Hobgoblin's mouth formed into a smile. "Oh, I have a few ideas."

"Such as?"

"Bait."

Bait…bait for Spider-Man. She wasn't going to let that happen. At this point Black Cat's arsenal had been pretty much exhausted, but she did have one last trick up her sleeve. A little something the Tinkerer had wired into her suit. Using her gloves to activate it as she had been instructed, Black Cat caused her catsuit to crackle with electricity and next thing her symbiote opponent knew he had been hit with a 10,000 volt shock courtesy of Black Cat's final fail-safe. Mercifully, this managed to cause her enemy pain, and he released his grip on Black Cat, who fell to the floor. Desperately trying to steel herself from the nigh unbearable pain in her arm and leg and loss of blood, Black Cat struggled to her feet, took out the last of her smoke bombs, and hurled them right at the monster's face. Not waiting to watch the show, Black Cat ran as fast as she could with a cut leg and raced to the outside balcony.

_Looks like this is the price I pay… _Black Cat thought as she ran forward and leaped right off the ledge.

_...for being good._

-X-

Ryan pushed past the irritating smoke and ran off in the direction Black Cat had gone before Hobgoblin's voice called him back.

"Don't bother. Our little kitten just took a dive right off the building. Such a shame. I'd hoped I could make use of her…but, I believe that we can still play the situation to our advantage."

"Grrr…I wanted to play with her some more. She had such pretty eyes."

"Indeed. So…you have a symbiote now. Impressive" Hobgoblin of course neglected to mention that he had suspected that this very thing had happened to Ryan ever since his lackey had mentioned his run-in with Venom, but had kept quiet up until now. And the results really did speak for themselves.

"Yeah…we feel stronger now. Much stronger. Impressive huh boss? Wouldn't have thought a near-death experience with a super-psycho would be so to our advantage."

"Mmmm, true. But what to call you though? Unless you still prefer to answer to Ryan?"

"No…Ryan is not _us. We_ are more then just "Ryan" We need our own name…our own title, like Venom, and Carnage…how about Hybrid? After all, we have parts of two symbiotes, merged into one…yes…we are Hybrd!"

"Of course…well then "Hybrid" I tell you what: why don't you and I leave this place and leave our web-slinging foe a little message, shall we?"

-X-

Spider-Man was swinging through New York in a panicked frenzy. The increased speed and exhilaration made the whole thing come off as a blur, with his normally sturdy heart feeling like it would leap out of his chest at any moment of the particularly speedy and frantic swing through the darkened city.

But Spider-Man couldn't help it. He couldn't be too slow. He couldn't stop for one second. He had failed someone he loved twice before, because he wasn't' there for them when they needed him most. He would never lose anyone else he cared about the same way.

And so, Spider-Man was on a mad swing through New York, with Venom of all people leading the way, trying to track down the rogue fragment of his and Carnage's symbiotes, and where they might be now. Finally, they arrived at a place Spider-Man had hoped they would not: Felicia's high-rise apartment.

"Oh no…oh my God no…"

The world almost slowed down and became a nightmarish version of reality as Spider-Man somehow swung even faster down to the apartment, outpacing Venom and breaking down the doors as he raced into Felicia's room.

"FELICIA!"

Nothing. There was no one there. The room was empty, but Spider-Man could see the damage. There had been a fight. And then he saw that there was some blood.

"No…"

Something in Spider-Man snapped, for a second everything came crashing back down into the abyss as all of the horrible memories of Gwen Stacy and Uncle Ben's death came flooding back. He would have lost it all irrevocably right then and there if he didn't then see the message burned into the wall for him to see:

TO SPIDEY: SHE'S OURS NOW. HAHAHAHAHA!

Spider-Man was simultaneously hit with both dread and relief. Felicia was still alive. He hadn't failed her, he hadn't let her down…and yet at the same time he had. Hobgoblin had her, and could kill her at any moment. Spider-Man had to move. Had to find her, had to save her. He couldn't lose anyone else.

Venom's voice shook Spider-Man out of his thoughts: "Grr…the strands were here not long ago…and they've bonded fully. We can sense it. They are their own unique symbiote being now, part us, part Carnage. A...Hybrid."

Spider-Man turned to face Venom: "Well, whatever monster your excess alien mucus created, its working with Hobgoblin, and they have Felicia. And considering that you've agreed to help me for now, _and _this is a mess _you _made, you're coming with me."

"To where exactly?" Venom growled, as he did clenching his fists tightly.

"You're going to help me find Black Cat and the symbiote monster who took her." As he said this Spider-Man turned back around to look at the wall again and saw that next to the message Hobgoblin had left for Spider-Man there were also some directions. "Come on, I know where they are."

-X-

Spider-Man swung over to the site Hobgoblin had cleverly marked with his message. It was a site that held some significance to them both, being the birthplace of Spider-Man's arch-foe, and the Hobgoblin's inspiration.

Oscorp Labs.

Spider-Man swung to the roof of the complex with Venom right behind him, as he did ever on the look out for his hated foe. But there was nothing. No one to be found. It was just a dark, quiet night…

Without warning, Spider-Man felt a figure lunging at him. Turning around too late, Spider-Man walked right into a powerful arm that knocked him into the air, and by the time Spider-Man realized what was going on, he had already crashed right into one of the taller parts of the Oscorp Lab complex. Desperately trying to recover, Spider-Man felt a long sticky tendril grab his leg and hurl him in another direction as a maniacal voice cut through the air: "He's bigger…"

The tendril shot forward and grabbed Spider-Man again, pulling him back and smashing him back onto the roof.

"He's badder…"

The tendril pulled Spider-Man back yet again, but this time tossed him off to one side, where Spider-Man went hurtling down to the ground. Shooting out a web-line, Spider-Man tried to swing away but just wound up easing the impact of his fall a little.

"Ladies and gentlemen, he's _too much_ for the Spectacular Spider-Man!"

Just as Spider-Man got back up on his feet, his assailant leaped down to reveal himself, and Spider-Man finally let it sink in that this was the new symbiote villain made from the rogue strands of Venom and Carnage that he had been warned about. Looking up, Spider-Man could also see Hobgoblin descending on his glider.

"Well, well, well, look at how easily my new boy has made a punching bag out of you! And to think, being almost the resident expert on Symbiote baddies you'd have fared better…"

Spider-Man tried to steel his way past the bruises and readied himself for a fight. This new symbiote villain was good with the tendrils, just like Venom and Carnage. And as this villain just had fragments of them, he probably just had all of the same tricks. Spider-Man hoped that with that in mind he would at least be able to know what he would be in for taking this new villain on. And it did help that he had Venom on his side.

But as Spider-Man reminded himself, he had a different, much more important reason for being there.

"Where's Black Cat Hobgoblin? What have you done with her?"

Hobgoblin chuckled. "Oh yes, about that. Well, see, the ugly truth is: I don't have her. Never did in fact. She's dead my boy. Killed by my associate here when he threw her over the edge of the balcony…"

Spider-Man felt his heart skip a beat. His blood froze as his world once again threatened to come crashing down completely on him. It couldn't be true. He couldn't have lost someone else he cared about...he couldn't…

Spider-Man was so overcome that he didn't move in time as Hybrid came charging. By the time he had returned to the immediate danger, Hybrid was already seconds away from pummeling him before Venom put himself in-between Spider-Man and Hybrid and took to battling the latter with all of the fury and power he could bring to bear. Snapping back to reality as he allowed instinct to take over, Spider-Man joined the battle, but soon found that his attacks seemed to be doing very little to hurt Hybrid. All a hard punch to the jaw did was make him laugh, and even Venom's attacks seemed to be less effective than Spider-Man would have hoped, only being able to stagger him somewhat.

"HAHAHAHA! Is that really the best you two can do? Either you're not what everyone said you were…"

Hybrid launched a vicious uppercut that knocked Spider-Man back as he continued to wrestle with Venom.

"…Or we're even tougher then we thought."

-X-

Moon Knight's glowing blue pupil-less eyes narrowed ever more as he watched the monitor screen. Two of his knight's signals had gone dead within but a short span of one another, and where with Black Cat he had not been initially concerned, now he was growing worried. Spider-Man's signal had gone dead and Black Cat's still had not turned back on. Something had happened. And given the two's history, he doubted that they were unrelated.

Moon Knight pondered his next move, weighing the different possibilities and strategies carefully in his mind. He ultimately decided that if he was going to act, now was the time. To delay would be to risk losing Spider-Man and Black Cat, assuming that they were not dead already. And so he got up, and went to get his…favorite toy.

-X-

Her claws dug deep into the side of the wall once more. Her arm responded by sending a sharp, hot burning pain to the rest of her body that had become almost completely unbearable by this point. That was what happened when one attempted such a physically strenuous feet with a cut and bleeding arm. But Black Cat couldn't stop. Not now. Not when she was so close to the top. She hadn't struggled and suffered this much just to give up and fall to her death now.

So she kept going. She heaved her body forward on her bleeding arm, and again it screamed out for her to stop. But she couldn't. She kept going. Higher, higher, and higher. Black Cat could feel her bleeding leg cry out in pain as well. Her arms were going numb…

At last Black Cat's hand gripped onto the railing of her balcony. With renewed determination born from reaching safety, she heaved herself upwards one last time.

Black Cat breathed a sigh composed of relief, agony, and exhaustion all wrapped into one. She had saved herself, and with a still bleeding arm and leg, the latter of which had no strength left. As Black Cat sunk to her knees, she realized she was now feeling supremely light-headed. She had to bandage up the wounds, and quickly…

Unable to force herself up Black Cat crawled over to the nearest curtain and tore a piece of it off, wrapping it tightly around her cut arm and applying pressure to stop the bleeding. Then she did the same to her leg. But she still felt faint. She had still lost blood, and had used far too much energy scaling back up. As Black Cat moved forward a little more she felt a sudden rising sensation and the next thing she knew there was a small puddle of vomit on the floor. She was going to pass out, she could feel it. Her only hope now was to call for help…

Black Cat tried to stand up again, but her injured leg couldn't do anymore. She felt weary. She wanted to rest…no. She couldn't rest. Couldn't stop. She had to keep going…

Black Cat tried to get up and make her way over to the phone. She only walked a few more steps though before the pain in her leg became unbearable and she collapsed once more. Crawling the rest of the way to the phone, Black Cat reached it and started to punch in Lippy's number before she began to feel light-headed again. The room was starting to swim before her eyes, and next thing Black Cat knew she had fallen to the ground in full. The world started spinning even more. And it was going dark too…

But then Black Cat heard something, something loud. It was a humming noise that sounded almost like…

Black Cat began to lose consciousness. The world started getting blacker and blacker. But before darkness took her completely, she saw a large white, flying vehicle floating in front of her apartment balcony. She knew immediately who it was.

"Moon Knight…"

-X-

Spider-Man and Venom desperately attempted to hold their ground against Hybrid, but it was no use. Hybrid was just as fast and vicious as those whose symbiotes he was made of, and easily just as strong too, if not stronger. It seemed that no matter how hard and fast Spider-Man and Venom hit him, Hybrid just rolled with the punch, or steeled himself through and dished out more blows that never failed to knock the wind out of Spider-Man, or send him hurling through the air. Knowing that he could only take so much, Spider-Man started going on the evasive, firing web bullets that Hybrid easily swatted away as he backpedaled and retreated to higher ground, hoping that he could try and figure something out.

"Oh, I do believe that our wall-crawling hero is running away! What do you say to that Hybrid?"

Hybrid's three voices chuckled in unison as the red and black monster launched itself into the air, intent on pursuing Spider-Man to whatever place he tried to run to. And Spider-Man knew it to. He also knew that there was no beating Hybrid. Not here, not now, and not with his level of strength. He needed help. Unfortunately, said help wasn't faring much better.

"Abomination!" Venom shouted as he punched Hybrid across the jaw, the blow causing Hybrid's neck to crane to one side as spittle and slime both went flying out of his mouth. "You're a perversion! An unnatural fusion of parent and offspring!"

"Oh spare me the sermon. We've never felt better!"

Hybrid knocked Venom away with an uppercut before then shooting out more tendrils at Spider-Man. This time, the hero moved out of the way and swung in with his legs extended, kicking Hybrid square in the face. Hybrid retaliated by swinging his arm out at Spider-Man, knocking him back. Spider-Man recovered while airborne and landed ready for more. But Hybrid came in too hard and too fast, and Spider-Man once again found himself being smacked and punched around like he was nothing. Soon he was on his back, body bruised, sore, and bloodied. He couldn't bring himself to stand up again. Hybrid had him beat.

_Guess you get New York City after all Eddie…_

Hybrid walked over and prepared to deliver the finishing blow when Venom shot out his own tendrils. Several of them ensnared Hybrid's arms, at which point Venom pulled as hard as he could to drag Hybrid back to him and away from Spider-Man. Hybrid tugged forward in response, leading to a contest of strength between the two symbiote entities. It didn't last long.

After several good pulls Hybrid had dragged Venom forwards and towards him. Grabbing Venom by the throat, Hybrid started punching him hard and fast, smacking him about with barely contained relish before throwing him into the air. As Spider-Man saw Venom sail through the sky before landing hard on the ground, he felt his own blood turn cold. Not even Carnage had ever been able to give Venom that good a thrashing before, at least not that easily.

Incredibly, Venom staggered back to his feet, and braced himself for more. Up above, Hobgoblin cackled. "Ah yes. I was wondering what would break first Venom. Your spirit..."

Hybrid surged towards Venom again, and this time the latter put up much less of a fight as his half-hearted strikes were easily dodged or blocked by Hybrid, who then retaliated with a merciless pummeling. "...or your body!"

One final punch knocked Venom backwards and this time he stayed down. With Venom defeated, Hybrid turned around to where Spider-Man lay. Chuckling darkly, he lumbered over to where Spider-Man was and prepared to finish him before Hobgoblin called out to him to stop: "Oh no, no, no. Not yet. As sorely tempting as it is and as immensely satisfying as this has been to watch, I'm not ready for Spider-Man to die just yet. Oh no, not when he's still defiant. He must submit. He must be ready to die, after he's lost everything. Only then will my revenge be complete. For now Hybrid, leave him there to wallow in the misery of his latest defeat and loss."

Hybrid nodded, and swung away after his master into the night. Spider-Man, feeling intense pain throughout his entire body, still shouted out in fury: "DON'T YOU DARE RUN AWAY! Come back here and fight me! Do you hear me Hobgoblin? FIGHT ME!"

Spider-Man was screaming as loud as he possibly could, anger, rage, and grief filling every ounce of his body, not caring if anyone heard him. He wouldn't let him get away with this. Wouldn't let Hobgoblin, a man who he now hated as much as his predecessor, get away with murdering another person he cared about and then have the gall to decide that he wanted to make Spider-Man suffer more. He wouldn't let him. He wouldn't…

Spider-Man could see a large white flying object coming towards him, and judging from the crescent moon shape, he had a feeling who it belonged to. But it was who he saw inside with Moon Knight when the ramp was lowered that surprised him:

"Felicia…"

She wasn't dead. He hadn't failed. He hadn't lost another person he loved…

Peter smiled under his mask as darkness took him.

**Author's Note: And there you go! Another dark cliffhanger. Well I had said this one was dark didn't I? I hope you all enjoyed that chapter. I know I certainly enjoyed writing it. ****And yes, Hybrid is a real Symbiote villain, but he's a lot different then my version.**


	12. Licking Wounds

**Author's Note: Wow. Just three chapters to go, counting this one. Thanks again to everyone who's held in for this long, and I hope you enjoy!**

**Oh, and just a recommendation: read the first part of this while listening to the original Spider-Man movie theme by Danny Elfmanm. **

Chapter 12: Licking Wounds

_It all came off as such a blur…a random and unorganized collection of images and colors, drifting in and out of his mind as he remained stuck in this dreamlike state. He couldn't make anything out amidst the torrent of ever-shifting color tones and none of the various shapes he saw were recognizable…except one._

_A Spider._

_He could see it, nestled in the center of its carefully constructed web, staring blankly at him with its four pairs of empty black eyes. It was more then a little disconcerting, especially as it started slowly opening and closing its fangs over and over again. He was getting the impression that the spider saw him as nothing but food…_

_Then he realized that he was stuck in the web, and the spider was bigger then him…_

_As the spider's maw opened up to swallow him whole, pitch-black darkness consumed him, only for more colors and shapes to assault his senses. But this time they were clearer. He could see webs…strands of his DNA…and they were mixing into one…he remembered the bite that had graced his hand, the gift the spider had imparted to him._

_He saw other shapes…more spiders, and buildings…he saw himself first climbing up a building and then leaping from building to building, screaming with joy and reveling in the thrill of his superhuman powers for the very first time. _

_He saw a splash of red and blue as he watched his younger self enter the scene for the first time in a much cruder and less flashy looking version of the costume he had worn for so many years…_

_He saw a man running towards him with money, an angry man…who he let run past him…_

_He saw a green face staring at him, a devilish grin opening to laugh maniacally and bulging yellow eyes containing nothing but madness staring him down…._

_He saw fire, explosions, flashes of lightning, the wings of a predator, the innumerable grains of a living mountain of sand, the steel tentacles reaching for him pincers extended, black slime covering him in a living tomb as darkness took him again…_

_He saw a familiar setting, from a time that felt so long ago…he saw so many old faces…_

"_Come on Peter, you're gonna miss the Principal's start of semester speech."_

"_Ah, you just go on without me Gwen, I gotta finish this."_

_She laughed. He'd forgotten how much he had missed that laugh…_

"_I'll help you study later Peter. Lets go."_

"_Ah, all right Gwen, I'm coming, I'm coming…"_

_A louder, slightly obnoxious male voice that Peter would recognize anywhere tore through the air: _"_Hey! Did you hear the news? Spider-Man just totally curb-stomped the Vulture, for like, the third time!"_

"_Gee, what are you Flash, his fanboy or something?"_

"_Maybe I am, so what? Spider-Man's awesome! Everyone else knows it Liz, why don't you?"_

"_The Bugle doesn't think so. They say Spider-Man's a menace…"_

"_Ah, I don't care what the stupid Bugle says. If you ask me, old Jameson's just jealous that he can't do the things Spider-Man does…"_

_Gwen turned to him, and he could see up close her beautiful face with long golden hair, huge blue eyes, and a warm smile…he realized that he had almost completely forgotten her face…_

"_What do you think Peter? About Spider-Man I mean?"_

"_Well, I, uh…"_

_He didn't answer. He didn't even remember what answer he had given when that scene had taken place so many years ago. The scene started to crumble. He heard Gwen ask him again and again:_

"_Peter? Peter…?"_

_Her voice faded away along with everything else. But he could still hear the words…_

"_Peter…?"_

_The words were the same but the voice had changed…_

"Peter…?"

He slowly opened his eyes, and in mere moments, the blurry images and bright light started to give way to more solid shapes as the scenery came into focus.

"Finally, he's coming around."

The voice had become more solid, more clear. He could hear the words better. The voice was unmistakably male, and eventually, the big white blob began to transition into…

"Moon Knight…?"

He turned to one side. Daredevil was standing there as well.

"Stay still Peter" Daredevil assured him. You took one hell of a beating, and it will be a few days before you reach full strength again…"

"Wait…" Peter said, struggling to both get the words out and regain total focus. "Where's Felicia? Is she OK?"

"Black Cat is fine" Moon Knight replied assuredly. She's still recuperating from the blood transfusion she had to have, but she'll live."

Spider-Man breathed a sigh of relief at this news. He hadn't failed her after all. But then he realized: "Wait…where are we anyway?"

"My place." Moon Knight replied simply. "Between your secret identity and the fact that your injuries weren't so severe they couldn't be treated here, I felt it was better if you weren't taken to a hospital. Black Cat though was different. She lost too much blood and I had no choice but to take her to the hospital. It's today's front page news."

Suddenly all of Peter's bruises felt that much sorer and more painful as it sunk in fully just what he had cost Felicia, and how vulnerable she now was.

"No…no how I could be such an idiot?"

"Don't blame yourself Peter. It was Hobgoblin and the thing that attacked you last night that are responsible for all of this, not you."

"I'm still worried about her." Peter said. "What if Hobgoblin sends that monster of his or someone else after her while she's in the hospital?"

Daredevil held up a hand: "Let us worry about that. We'll keep her safe, you have my word."

It was then that Moon Knight spoke: "Listen: you got us into your war with the Hobgoblin pretty early on, and now that he's got some new manpower on his side, we need to know exactly what we're dealing with."

"Venom didn't tell you? Where is he anyway?"

"He took off." Moon Knight said. "Suffice to say he wasn't in as bad a shape as you were and thus I wasn't go to take any chances as far as bringing him on my Moon-Copter. I told the police where to find him but by the time they got there he was long gone. None of us know where he might be at this point."

Spider-Man sighed. "Figures. Alright then I guess I'll be Mr. Exposition this time around: Hobgoblin's got a symbiote-villain working for him…some of Venom's suit broke off from the rest and bonded with one of Hobgoblin's goons. And because Venom had earlier reabsorbed the Carnage symbiote, when part of his suit broke off from the rest, part of the Carnage symbiote went too. So now this guy has a little of both. Venom likened him to a hybrid. In fact, I think that's what the guy's calling himself now..."

"A hybrid? Of Venom and Carnage? Small wonder you and Venom got your asses kicked."

"Gee thanks for rubbing that in DD." Spider-Man replied. Unmoved by Spider-Man's sarcastic response, Daredevil said more seriously: "Peter, if this thing that put you here is a symbiote, can you tell us if symbiotes have any particular weaknesses? You had one for a time as I recall."

"You mean something more effective then just trying to punch it? Well, Symbiotes are vulnerable to sonic vibrations. They _hate_ those with a passion. Enough of them can separate a symbiote from its host too."

"And I take it that's how you got rid of yours?"

"Yeah. But unless anyone's got a sonic blaster on hand, I'm not exactly sure how that information will be helpful."

Moon Knight though seemed unconcerned. "Oh, it will be, trust me. I have a feeling that the psycho who did this isn't done…"

-X-

Ryan had not called the symbiotes back since they had first made themselves known and enveloped his body. Instead, he retained his monstrous form at all times, relishing in it and the power that it granted him. He had defeated Spider-Man _and _Venom. And soundly at that. No one would have ever suspected something like that to happen to _him_.

His bosses voice cut through the air, shaking Ryan out of his dark thoughts: "Quite the front-page news if I do say so myself: "The Black Cat hospitalized". And unmasked too for that matter…" he chuckled. "Ryan, I do believe we have just come upon a golden opportunity to cause my nemesis some more pain and suffering. Go to the hospital and finish the Cat off."

Ryan smiled underneath his twin symbiotes.

"Of course…"

As he turned to leave, Ryan turned back around to face Hobgoblin: "Oh and, you don't mind if we have a little _fun_ with the kitten first do you?"

"By all means."

Ryan's smirk turned into a full wicked grin as he turned back around, made his way out of his bosses latest hideaway, and swung off on his tendrils, heading for the hospital.

-X-

Spider-Man lay on the couch in Spector Tower alone. Daredevil and Moon Knight had had to leave to deal with other matters, and Black Widow was helping the police guard Felicia at the hospital. Spider-Man lay on the couch motionless, heeding Daredevil's advice but also feeling completely useless as a result. Over and over again in his mind he criticized himself for his failures, condemned himself for his recklessness and stupidity, and repeatedly blamed himself for Felicia's current state. And after everything she had done for him in recent days.

Eventually, Spider-Man realized that he couldn't stand beating himself up any longer, and tried desperately to focus his attention to what was on the news in the television in his room. Thankfully, it was nothing that had to do with him:

"….Tony Stark, CEO of Stark Industries and perhaps more importantly, the armored avenger Iron Man, surprised everyone yesterday with the news that he was to become involved in SHIELD following the promotion of former 2nd-in-command Maria Hill to director. As a long-time Avenger who's company has designed weapons for the organization, Stark's involvement seemed like a logical move for the billionaire superhero. But not everyone agrees with the decision, in particular Obadiah Stane, head of Obadiah Industries and a former associate of Tony Starks, made this controversial statement yesterday shortly after the news was announced."

The screen cut from shots of Tony Stark and his Iron Man persona to a more built, older man with a beard and a bald head who Spider-Man recognized as Obadiah Stane.

"…Well, I mean, I'm not so sure that people really understand what's going on" Stane said in a voice that was deceptively calm, soothing, and cordial in tone. "I mean, we're letting an alcoholic and a known womanizer be 2nd-in-command of the most powerful peace-keeping organization on the planet. I mean to me, that just doesn't seem like its in the world's best interests…"

The television screen changed back to the anchorman: "Following this statement, Stane came under heavy criticism, with critics accusing Stane of public slander and hefting accusations for the sake of discrediting one of his two biggest business rivals. Currently there has been no—"

Spider-Man turned the television off. He was weary, and somehow the news was not something he wished to hear at that moment. He was fidgeting a little, his mind going over again and again all of the losses and near-losses he had suffered at the Hobgoblin's hands and also in his life in general. He grew angrier the more he thought about the madman and what he had done, and felt completely useless for not being able to get up and do anything about it…

And not to mention, what was to stop Hobgoblin from going after someone while he was out of commission?

-X-

Hybrid arrived at the Metropolitan Hospital Center, which Black Cat had been confined to following her battle with him. Hybrid couldn't help but feel some sick satisfaction and sadistic pride at having been the one to defeat not one but two superheroes (three if one counted Venom), and on his first outing as a supervillain no less. And now that he had been given the go-ahead to finish the job, he was almost intoxicated with his new feeling of unstoppable power. He even felt like he could go toe-to-toe with the Sub-Mariner and come out ahead…

But, first thing was first. He had to get into the hospital and finish what he had started. He could, of course, just go barging in, but then he took notice of the police cars surrounding the building. Apparently the NYPD had anticipated the possibility of supervillains coming to finish off the superheroes while they were hospitalized.

_For all the good they would be in protecting them _Hybrid thought. Still, they could prove to be quite the nuisance for him, and not to mention that the ruckus of their battle would alert Black Cat and her friends to his presence. No, perhaps it was better to go at it a more discreet way…

Hybrid dropped down into an alley and commanded the rogue symbiote strands to retract. They did just that, leaving in their place red clothing with black boots and a coat. And, as a finishing touch, the symbiote created a red and black baseball cap with which Ryan could conceal his…now less then human facial features.

As he set out for the hospital, Ryan admired his new clothes, which were far better-looking then anything he had ever worn in his life before.

_We could get used to this…_

Making his way to the entrance, Ryan was blocked by one of the police officers. Already prepared, Ryan exposed some of his now diseased-looking skin to show the police officer, who then stepped aside and allowed him to walk in. Going into the main lobby, Ryan scanned the area, looking for where there would be police officers, knowing that any room they were guarding was bound to contain his lovely target.

Having no luck, Ryan decided to be a bit more direct just as the receptionist's voice shook him out of his thoughts: "Uh, excuse me sir, can I help you?"

Ryan walked over to the receptionist, who cringed upon seeing his diseased-looking skin.

"No wonder you're here. You look terrible, what is there some kind of plague going around?"

Ryan raised his head fully so that his baseball cap no longer hid his white pupil-less eyes, which bore into the receptionist as his mouth stretched into a wicked grin, with his long slimy tongue now flicking about.

"Not a plague…_a gospel._"

"Oh God no…"

The receptionist attempted to push a button under the counter but Ryan lashed out with a symbiote tendril that grabbed the receptionist by the throat and slammed him up against the wall. As the symbiote re-formed over his body, Ryan asked the man whose throat he now held in a vice-grip: "Now tell us…where might we find a certain superhero?"

-X-

Spider-Man was shaken out of his daydreaming by the sounds of his Marvel Knights communicator, which was on a nearby table along with the upper half of his costume. On it he could hear Black Widow's voice: "Calling all Knights! The Symbiote Spider-Man warned us about is here! He's smashing through security! I need all of you down here now!"

Spider-Man's eyes widened in horror as he heard this. Black Cat was still there. And considering she would still be bedridden from the blood transfusion she'd never be able to defend herself, or even get away. She would be killed.

_No. Not this time.__Hybrid_

His mind kicking into basic instinct, Spider-Man forced himself up, ignoring his sore body's protests as he did so, and threw off the blanket. As he stood up, Spider-Man realized that there was not a single part of him that either wasn't bruised or didn't feel like it was. But he couldn't stop. Not when one of his best friends was in trouble and needed him.

_I failed Gwen...I'm not failing Felicia too._

And so despite knowing that he shouldn't be swinging about and fighting again so soon, Spider-Man made his way over to the table and scooped up the rest of his costume. Hurriedly putting it on as he ran out of Spector Tower, Spider-Man took off through the air on his webs, wasting no time as he swung by faster than he was certain he had ever had before, adrenaline compensating for his battered form.

But of course taking Hybrid on had already proven to be beyond Spider-Man's ability to do successfully, and Spidey was at top strength and had Venom backing him up then. Another direct assault would only get him killed, and it didn't help that the narrow halls of a hospital were not ideal for web-slinging. Clearly, he would have to think of something else…

-X-

Hybrid swatted aside the last two police officers with his tendrils and kicked down the door to Black Cat's room, the large slab of metal breaking off its hinges and landing on the ground with a deafening thud with just one mighty kick from the symbiote villain's legs. Forcing his way in, he could see that the bed was empty…

Black Cat jammed her claws into the side of Hybrid's neck with as much fury as she could muster, causing Hybrid to shriek in pain as he attempted to force her off of him.

"Didn't think I'd be ready for you did you?" Black Cat snarled through gritted teeth. "Well I'm not as helpless as you'd think jack-ass."

Hybrid shook around violently, trying to force Black Cat off of him but her grip stayed firm, refusing to take her clawed glove out of him. Finally though, Hybrid grabbed her and pulled her off of him before then throwing her. Black Cat went slamming into the wall. She cried out in pain before then barely managing to move her head to one side as Hybrid punched at her. His fist impacted with the wall and smashed the part of it that it hit. As this was happening, Black Cat slashed at Hybrid, who scoffed in response.

"What was that supposed to be? A massage?"

One of Hybrid's tendrils wrapped around Black Cat's throat in a suffocating grip and raised her up, forcing her to once again lock eyes with Hybrid.

"The boss allowed us to have some fun with you little kitten…"

Black Cat, struggling to speak, managed to gasp out, barely intelligible: "Go…to…**_Hell_**."

Hybrid's grin widened. "All in due time. But first we have some fun with you…"

A large glob of webbing struck Hybrid in the side of the face, blinding him in one eye. More webbing stuck itself to Hybrid's legs, and the next thing Hybrid knew, he had been pulled to the ground. Flailing about, Hybrid cut the web-lines attached to his legs, tore the glob of webbing over his eye off and rose to his feet again, screaming in fury. He looked outward to face his attacker.

And there was Spider-Man, once again in his (now tattered) red and blue costume and in a fighting stance.

"You get the hell away from her."

-X-

Spider-Man's mind felt like it was racing a hundred miles per minute. He had just gotten Hybrid's full attention, and he still hadn't figured out a way to beat him. He wasn't off to a good start.

Well, first thing was first, he had to get him away from Black Cat and to a space that granted Spider-Man as much movement as possible. As Hybrid went at him in a blind fury, Spider-Man took off down the halls, using webbing when he could to put some distance between him and the psychopathic monster pursuing him.

Hybrid's three voices laughed in unison, echoing throughout the hallways of the hospital.

"You really think you can escape us? Run from us? You're boxed in genius. And you can't outrun us!"

Spider-Man kept retreating, blocking out Hybrid's taunts despite knowing deep down that he was right: he was stuck in cramped quarters and narrow hallways, and it put him at a serious disadvantage against someone as fast and brutal as Hybrid.

Deciding that he couldn't stick around indoors then, Spider-Man tried to make his way to one of the exits, hoping to lure Hybrid outside where he would have a better chance, not to mention be able to keep up the chase long enough for him to figure something out…

Spider-Man felt Hybrid's tendrils wrap around his leg tightly before he was then slammed into a nearby wall, enflaming all of his injuries. Smothering a scream, Spider-Man dodged out of the way of another strike of Hybrid's tendrils.

A shrill, vibrating noise suddenly tore through the air, as Spider-Man saw sonic blasts striking Hybrid, causing him to shriek in pain. Seizing on the opportunity, Spider-Man launched forward and started punching Hybrid as hard and fast as he could. Hybrid angrily swatted Spider-Man away and turned to face his new attackers, who Spider-Man turned to look at as well: SHIELD soldiers, clad in blue colored protective gear and body armor and armed with guns that looked straight out of science fiction. And leading them was Black Widow.

"Take him down!" Black Widow ordered.

The SHIELD troopers opened fire once more with what a thankful Spider-Man identified as sonic blast-emitting weapons, with the shots once again hitting their mark but also consequently throwing him into a frenzy. With a roar of pure fury, Hybrid lashed out with his tendrils, swatting several of the SHIELD soldier's rifles aside while simultaneously charging towards the agents with an animalistic fury. Soon, he was right into them, clawing and slashing away like a frenzied predator despite Spider-Man's best efforts to restrain him with his webbing. Soon, nearly all of the SHIELD agents were downed, with the last one on his knees and still attempting to land a shot with his rifle. Hybrid broke the rifle in two with one hand and grabbed the agent's throat with the other. Hybrid hurled the agent over his head and into Spider-Man's path. The wall-crawler leaped over him and used webbing to cushion his landing. Meanwhile, Black Widow shot at Hybrid with her small arms and also her "widow's bite" blasts, but neither had any effect. Hybrid grabbed her by the throat before Spider-Man could get to her in time.

"Did you really think those stupid blasts would hurt us?" Hybrid asked, the tone of his three voices having transitioned from smug sadism to fury.

Black Widow responded by pulling out a small gun that resembled the sonic-weapons used by the SHIELD agents and pulled the trigger. The resulting close-range blast sent small portions of black and red slime scattering in all directions as Hybrid shrieked and fell backwards. Spider-Man turned to Black Widow: "Thanks. Talk about coming in at a convenient time."

"Matt said that you told him what this creature's weakness was. So I had SHIELD come with the proper countermeasures. He's still been demolishing us though. That was the last squad he just took out."

"Oh..."

Hybrid growled. Spider-Man and Black Widow readied themselves as some of the SHIELD agents staggered to their feet. Black Widow was set to fire her sonic weapon at Hybrid while he was down but Hybrid shot out a tendril that latched around Black Widow's arm and pulled her towards him. Hybrid hurled her at two more police officers in SWAT gear who came running in and then charged Spider-Man again. Deciding to try and get the battle to a different setting, Spider-Man sprinted to one side and compelled Hybrid to give chase. Bowling over two more SWAT cops, Hybrid pursued Spider-Man once more, shouting out to him as he did: "Some help they were huh?"

Spider-Man ignored him and kept moving, rounding a corner and going through another hallway as Hybrid pursued, grabbing and hurling various objects lining the halls with his tendrils as he did so. Spider-Man attempted to dodge them all, but these projectiles were larger than bullets and again, the narrow halls did not work to his advantage.

A large chair struck him in the back, causing him to collapse, again enflaming the bruises he had that still had not fully healed. Staggering to his feet, Spider-Man was met with a punch that knocked him back further as Hybrid advanced on him.

"You couldn't stop us. The cops and SHIELD couldn't stop us. The bitch-in-heels couldn't stop us. We've won."

Spider-Man responded by rising to his feet and punching Hybrid as hard as he could in the face twice. To Spider-Man's dismay but not his surprise they did nothing.

"Defiant to the end. We can respect that…"

Hybrid readied his inky black claws for the kill. "...but you're still a dead man."

But then, as Hybrid was about to close in for the kill, he was bombarded from behind by a massive wave of sonic vibrations. Hybrid's three voices shrieked in pure agony, their pain echoing through the hospital in unison. As Spider-Man looked on, large groupings of red and black slime went flying off Hybrid's body as he continued to scream. Eventually, whole portions of Hybrid's suit disappeared, exposing the human that lied beneath it all.

Finally though, the attack stopped. And when it did, there were no more symbiote fragments. There was no suit. No Hybrid. Just a man in now disheveled blue and black clothing standing amidst a pile of inert black and red slime, shaking as if he were standing naked in a snow-drift. Finally, after but a few moments, Ryan collapsed face-first onto the floor, unconscious.

As Ryan fell, Spider-Man got to see who his savior was, and his eyes widened in surprise the second he saw who it was. As Spider-Man staggered to his feet, walking up to him was none other than Shocker; still in the costume Hobgoblin had given him, but with his old shock gauntlets in place of the newer ones. Said gauntlets were also now giving off sparks and smoke, suggesting Shocker had used everything he had to bring Hybrid down. He glared at Spider-Man from behind his visor as he saw him.

"You're welcome."

"Shocker? What are you doing here? Last time I checked I'd beaten you and left you for the police...again."

"True, but while I was in the slammer, I was offered a proposition." Shocker explained. "Deal is that if I work for some new employers, I don't have to stay in jail. Essentially, I'm one of the good guys now."

"You...one of the good guys." Spider-Man shook his head. "Look I'm really not in the mood."

"Oh I'm serious. I got a pardon and everything. So long as I keep working for these people and aim my shock gauntlets at whoever they want me to aim them at, I'm not going back to a jail cell ever again."

Spider-Man couldn't believe his ears. Ignoring for a moment how incredibly wrong it was to give someone like Shocker a sheriff's badge, Spider-Man felt compelled to ask, despite already having a feeling who it was, what group exactly that had turned Shocker into one of their agents.

"Isn't it obvious? SHIELD of course."

-X-

Ryan was led away in a straight jacket by the SHIELD agents into their van, all the while screaming about how the symbiote fragments would return to him and how he would become Hybrid again. As Spider-Man looked on, he asked Black Widow: "He's just a normal guy now. Why is SHIELD taking him?"

"After Carnage broke out of Ravencroft SHIELD isn't taking any chances with Symbiotes and their hosts. Its become clear that these parasites seek out their hosts after separation and try and re-bond with them. So we want this one to be locked up properly so that that doesn't happen again."

"But the symbiote strands were destroyed. Shocker hit them full blast—"

"No. They weren't killed" a SHIELD scientist interceded. "Just stunned. The bio-scanner picked up signs of life. Those things aren't dead. But, if Director Hill has her way, they will be soon enough. Just need to study them first, and then they go in the incinerator."

"Study them? Are you insane? Have you seen what those things do? They're a danger, they're…"

"There is no need to worry, SHIELD has these things fully contained and under control. And once we're done, they will be disposed of accordingly. Good day"

And with that, the SHIELD scientist walked off, leaving an incredulous Spider-Man behind. He turned to Black Widow: "Widow, stop them, they don't know what they're doing—"

"Sorry Spider-Man but this is far out of my hands. I do agree with you that they are fools for trying to study those things though. They will bring nothing but trouble…"

"Then _stop them!_"

"Are you deaf? I just told you its out of my hands."

Spider-Man put a palm to his face. "These people are insane…"

"Yes, its one of the many reasons why my ties to SHIELD now are loose at best."

"But not loose enough to call in a squad of soldiers with sonic weapons huh?"

"No. But SHIELD deals with all manner of threats that conventional police and militaries cannot sufficiently address. If someone had not needed to alert them, they would have come on their own."

"Right…and then they do the _dumbest possible things_ upon dealing with said threats. Did you know they've got _Shocker_ working for them now too? It's crazy!"

"Actually it really isn't and yes, I did know. Mr. Schultz has agreed to work for SHIELD in exchange for avoiding incarceration. Honestly given my own past prior to joining SHIELD I'm in no position to judge. And considering your own association with Miss Hardy you really aren't in the best position to judge either."

"Black Cat is not Shocker."

"Both have committed theft and burglary several times." Black Widow pointed out. "If Miss Hardy is allowed to reform, why can't Mr. Schultz?"

Spider-Man sighed. "Alright fine, point taken. But still. I wouldn't trust that guy for one second. And there's no argument you can make for wanting to keep those symbiotes around. I'd hate to see what those idiots would do if they got their hands on the Hobgoblin's stuff…"

"Well then you had better hope that you are the one who defeats the Hobgoblin, and not SHIELD. Oh, and by the way, Black Cat wants to see you."

-X-

Spider-Man walked back into the hospital to check on Felicia. Looking at her from outside her room he could see that she was finally out of bed again after Hybrid's attack. But he could still see the pain all over her body, the injuries. What made it worse was that this was not the first time he'd seen her like this either. She'd been hospitalized once before...

_It had been years ago. Five if Spider-Man's memory served him right. The year when he had had the black costume. There had been a gang war at the time between Doctor Octopus and the Hobgoblin, and Spider-Man had tried to stop it with Black Cat at his side. It was then and there that she had truly been a hero in every sense. She'd helped him save the city from Doc Ock and Hobgoblin's insanity. And for that change of heart and choosing to walk a noble path she'd nearly paid with her life._

_He remembered carrying her bruised, bloodied, and battered body into the hospital. Doctor Octopus had beaten her within an inch of her life just by unleashing his mechanical arms on her. Those things could rip open vault doors without effort, throw police cars into the air, and hurt **him. **Felicia, trained and skilled as she was, was just a normal person, and one who had at the time not yet acquired the better costume she had now. She'd never stood a chance._

_"Help her!" he had shouted as loud as he could. "For God's sake somebody help her!"_

_For a while Spider-Man had feared that the woman he'd loved would not survive. That he would lose Felicia the way he had lost Gwen. He'd stood by her bedside as often as he could, only leaving when he absolutely had to before then coming right back to her. As had been the case with his uncle and Gwen, he felt responsible for what happened to her. So he would make up for it as best he could. His subsequent, vengeful battle with Doctor Octopus had ended with him nearly killing his arch-foe under the symbiote's influence before he regained control of himself, also abandoning the symbiote shortly thereafter._

_To his enormous relief, Black Cat eventually recovered from her injuries. Soon, she was back in her costume, which he was at first incredulous over. _

_"The…the doctor says that you should be fine in a few days, but he'd caution against any fancy acrobatics for a good week or so…"_

_"Well, considering what's happened to me, I might not be doing any "fancy acrobatics" for a lot longer then just a week…"_

___That was the other thing. As a consequence of her hospitalization, Black Cat's secret identity had been exposed. Spider-Man feared what would happen to her. Would she go to jail? Would he be separated from her in spite of her recovery and cheating death? _

Spider-Man sighed deeply as he remembered all of these things. The guilt he felt at Felicia's secret identity being exposed again came clawing back to the forefront of his mind. She had always prized that side of her more: the costumed side. In fact, most of the time, there was no Felicia Hardy it seemed, only the Black Cat. And that was where they had been different. But then it had been exposed…he had had no idea what was going to happen to her. And their love had become so strong at that point...

Again, his mind flashed back to events of the past:

_"Look Felicia, I'm sorry about this, I really am. I know how important your secret identity is to you, but…"_

_"Its OK. Its not your fault Spider…"_

_"So what will you do now? Do you think the NYPD's going to press charges?"_

_"Of course they are. I was a cat burglar remember? And I never did really return most of the things I stole…not like it would have made much of a difference anyway…"_

_Spider-Man sighed. He hadn't liked the sound of that either, and the way Felicia was so casual about it unnerved him. He figured that it was her way of coping. But he couldn't take it like that. He had to say something…anything…but what?_

_Ultimately, he'd gone for the obvious choice: "Felicia look: if the worst case scenario happens I just want you to know...I love you."_

_Felicia had smiled warmly at him as she'd pulled up part of his mask to expose his mouth. "I love you too."_

As he remembered their kiss that day, Spider-Man's mind at last returned to the present. It was also about then when he chose to walk into Felicia's room to check up on her. She smiled upon seeing him. "Hey Spider."

"Felicia, are you alright?"

Felicia nodded. "I've definitely been better, but as I'm sure _you _know I've been a hell of a lot worse. Not as bad as the last time I was here."

"Yeah, I...I was actually thinking about 'the last time'. Remembering it, and what happened..." Spider-Man trailed off. He suddenly found himself at a loss for words, unsure of what to say to Felicia at this point.

"...I'm sorry you had to suffer like that again. I really am. If only I'd been there when Hobgoblin went after you..."

Felicia held up a hand. "Peter don't. Don't beat yourself up over me. Not again."

_Peter. _He still hadn't gotten used to her calling him that. It just reminded him of how strong their friendship had become.

"I'm sorry Felicia. It's just that I…I really appreciate everything you've done for me. Saving my life, protecting my Aunt, everything. I…you really are one of my greatest friends, and you used to be even more than that, so I don't..." he lowered his head in shame. "...I don't want you to be hurt because of me."

Felicia smiled. "Thanks Peter. I really appreciate that. But none of this is your fault. It's not. It's the Hobgoblin's fault, and nobody else's. Never tell yourself otherwise." There was a moment of silence between them before Felicia sighed deeply. "Never thought I would end up like this: a goodie-two-shoes and a straight-arrow. Guess you really did rub off on me. I'm definitely not my daddy's girl anymore. Haven't been for years…" She stared directly at him, her green eyes as usual managing to bore themselves into him.

"Just know Peter…that no matter what we are to each-other, for you…it was worth everything."

Spider-Man was taken completely off-guard. He knew what she meant when she said that. She still cared about him, still wanted them to be more then friends…but what could he say to that? Especially after everything that had happened to him…Gwen Stacy and Mary Jane's faces came back into his mind.

"Felicia I…"

Spider-Man was cut off when a man in what a suit kind walked in. Spider-Man was sure he'd seen him before, but wasn't sure where specifically. He smiled and as he turned to regard the two superheroes.

"Hello. I need to speak with Miss Hardy in private."

"Oh, SHIELD huh? Gee, I'm flattered really" She turned back to Spider-Man: "You should probably go."

Spider-Man nodded, and then, solemnly, left the room, wondering what SHIELD of all people had in mind for the Black Cat...

-X-

Felicia sadly watched Spider-Man go before turning her attentions back to the SHIELD agent.

"Alright, what's this about?"

"Felicia Hardy, I'm agent Phil Coulson, and I've been sent on behalf of SHIELD to make you a deal."

Felicia raised an eyebrow. "Oh really? And what would that be?"

"As I'm sure you are aware, SHIELD has in the past frequently made use of "superheroes" such as yourself, and we also possess authority in every part of the world…"

"I think I can see where this is going…"

"…So, I am here now to make you an offer: join SHIELD, and become one of our agents. We could certainly use someone with your skills."

Felicia considered. Had it been earlier in her life she wouldn't even be doing that. But instead she was legitimately interested. Having access to SHIELD resources and their wonderful toys that were straight out of James Bond was tempting. But that said she knew better than to go in _completely _blind. She asked: "What about Cat's Eye? I'm sure you know about that since you people know about _everything_…"

"You will still have access to your Cat's Eye resources but you will have to report any findings made there as well as any cases the organization involves itself in with SHIELD. Can't give you access to resources we don't know everything about I'm afraid."

Again, Felicia considered. As she did, she thought: _First a hero, now a super-spy cop. Oh, my dad must be spinning in his grave…_

"Miss Hardy, what is your decision?"

Felicia smiled. "Well, I can't believe I of all people am saying this, but I think I might actually say yes. But before I do, I've got a personal thing I'd like to finish before you guys send me off on some espionage mission or whatever…"

"As of the events of yesterday and today we are well aware that something is going on with Spider-Man, and for now you are free to assist him with his personal matters. But don't get _too_ attached to it. I saw the way he was when he left here."

Felicia smiled. There was really no way she was going to be able to break this to Spider-Man slowly, but she would cross that bridge when she came to it. Right now she knew she had to give an answer. So it was that she replied to Phil Coulson: "You have yourself an agent of SHIELD."

-X-

Hobgoblin watched the news with a mix of annoyance and disappointment. Ryan had failed him, and after having become so powerful too. Hobgoblin shook his head. He couldn't rely on anyone it seemed. No one except himself. So be it.

"Its such a cliché, but it must be said: if you want something done right, do it yourself. Spider-Man, you think you've seen the worst of what I have to offer? You haven't seen _anything_ yet…(hm, that was sort of a cliché too…)


	13. The Finish Line

Chapter 13: The Finish Line

Peter knocked on the massive doors of the Osborn Mansion staring him down. After a while, it was answered by Liz, who smiled upon seeing that it was Peter. She was also holding Normie in her other arm, who was currently in the process of dozing off.

"Oh hey Peter. Is there something you need?"

"Uh, yeah. I was kind of looking for Harry. Is he here? I mean, I heard about what happened and I just wanted to talk to him…"

"Oh, of course. Yeah, I'll get him…"

Liz turned and called out: Harry! Its Peter!"

For a moment no one came, but then, Peter could see Harry making his way towards them, and Peter could see from a distance just how tired and exhausted he was. As he got closer, Peter could see the large bags under his eyes, and even his brown hair seemed a little disheveled.

"Oh, hello Peter. Please, please, come in."

Peter nodded and walked in as Liz shut the door and went back to tending to Normie. Peter and Harry went to another part of the mansion, out of ear-shot of her. "OK Peter, what's this about?"

"Harry, are you OK? I mean, I heard about what happened, and I just thought I should check up on you."

"Peter, that was days ago, you just heard now?"

"I would have gotten here sooner if I could, really. But I am worried about you, honest. Are you OK?"

"I'm fine Peter. That psycho barely left his mark on me. Your friend saw to that…"

Harry said the word friend with just a hint of resentment. Spider-Man had always been a topic the two never discussed after what had happened to Harry's father, and for a time, that had put strains on their friendship, before the business of school and their careers did that better then any misunderstanding with a superhero ever could.

"Hobgoblin mentioned that 'everyone Spider-Man ever cared for' would be killed" Harry said, breaking the silence. "Where exactly do I fit into that?"

Peter found himself caught off guard. Now Hobgoblin had put him in another tight spot. And the last thing he needed at the moment was Harry knowing who he was.

"Well, I guess because you're my best friend. I am the guy who takes Spider-Man's pictures after all."

"So you mean to tell me that he cares about the best friend of the guy who takes his pictures?"

"Yeah…I guess that's what I'm saying."

"Well, that doesn't sound right…"

"Well, then maybe he was just making that usual super-villain vow to make Spidey nervous, and plans to hurt his loved ones later. But you weren't one of the people Spider-Man really cares about, you know, like _really_ cares about…Hobgoblin just wanted to kill _you _at that momentbecause…because…"

"Because my father was the Green Goblin, and he wants the legacy all to himself."

Peter cringed. He really did not want to bring that up, knowing what a touchy subject it was for them both, but Harry had said it instead, so he figured it saved him the trouble.

"Well I guess that makes a lot more sense." Harry said, continuing. "...Even though he should have known that I've left that part of the family legacy dead and buried."

"Yeah, and I'm glad to hear it. But…just take care of yourself OK Harry?"

Harry managed a weak smile. "Of course Peter. Don't worry about me. Just worry about yourself, and I'm sure that Spider-Man or someone else will stop the Hobgoblin…"

-X-

No sooner had Peter left Harry Osborn's residence was he then summoned to the Daily Bugle via a text-message. Upon returning to the Daily Bugle Peter was almost immediately hit with the usual sounds, noises, and above all, "the Jolly One's" incessant screaming and ranting. As Peter looked on, he could see that this time it was him shouting (again) at Robbie Robertson.

"WHADDYA MEAN THEY LET HIM GO?"

"Jonah, please keep your voice down. The police said they let him go because SHIELD was there and they said that Spider-Man was allowed to leave the premises. SHIELD's authority outranks the police, who are also refusing to make a statement. Between that and the fact that Peter didn't get pictures, I don't think we can even print the story…"

"WHAT? BUT HE'S A VIGILANTE! THEY'RE LETTING A DAMN VIGILANTE RUN FREE!"

"Jonah, keep your voice down. Listen: with SHIELD and the NYPD not making statements and no pictures, we'd need a statement from Spider-Man himself if we wanted any kind of story that people would believe. And I know that you don't want to ask Spider-Man for _his_ opinion…"

"No I don't!" Jonah shouted, lowering his voice only slightly. "And what the hell do you mean they won't believe it? This is New York City! We've had costumed wackos beating the crap out of one another for over _10 years_! And we've also gotten mutants, giant robots, mutant-hunting robots, aliens, "Gah-Lak-Tus" or whatever the hell the purple space giant's called, and who knows what else!"

"I believe its 'Galactus' and Jonah, we don't even know what it was that happened at the hospital, whether it was a mutant, a Skrull, or what. Simply put Jonah, we don't have enough information for a story…"

Faced with this information, Jonah did not respond but instead just stood there fuming, his face growing red. Peter decided that it would be best to keep his distance and wait for it to cool over before approaching Robbie for a new assignment.

As Peter tried to unsuccessfully distract his mind from his current ruminations about Felicia, who he had been thinking about almost non-stop since he left the hospital, Jonah continued to rant like a madman: "I swear that whatever happened down there, Spider-Man's responsible. I know it! I've been on him since the beginning! I know something happened down there, and with God as my witness I'm going to find out what! Even if I have to…"

Jonah was cut off when a deafening boom tore through the air as something blasted the nearby window to pieces. As smoke and the smell of something burning filled the air, the Bugle's inhabitants were thrown into a panic. Then mere moments later came another explosion right after the first. This time fire appeared, rubble and broken glass was sent in all directions, people were screaming out about terrorists, and Peter's spider-sense was buzzing _**hard. **_It didn't take him long to figure out who it was that was doing this.

_No, no…not now, not here…_

Sure enough, out of the flames and smoke came the Hobgoblin on his glider, cackling like a madman. He stood upright as he stared down J. Jonah Jameson, who Peter feared would have a heart attack at any moment.

"You want the wall-crawler's secrets do you? You want to know more about him?"

Peter's eyes widened in horror. Everything slowed down as it sunk in what was about to happen, and how he was completely powerless to stop it.

"…Then how about the biggest secret of all?" Hobgoblin chuckled and then pointed an orange-gloved finger directly at Peter Parker.

"PETER PARKER IS SPIDER-MAN!"

-X-

Peter sat in uncomfortable silence as he was stared down by J. Jonah Jameson, Robbie Robertson, and Phil Urich. Outside, emergency workers, firefighters, and police were sifting through the debris and doing their best to clean up and repair the damage done to the Daily Bugle. Everyone else had been cleared out, leaving Peter alone to face "The Big 3 of the Bugle" as he had previously called them.

"Well Peter?" Ben asked him. "Is what the Hobgoblin said true? Are you Spider-Man?"

"No, I'm not! And if I was do you really think I'd tell you? And besides, that's the HOBGOBLIN. A super-villain. A murderer. And you're taking _his_ word as the truth?"

"Normally we wouldn't, but in all fairness Peter, there are certain things about this that can't be overlooked" Robbie said apologetically.

"Yes" Urich added, once more taking charge of the conversation. "Such as, the fact that in the nearly 10 years you've been here, you've been the only one who has ever managed to get photographs of Spider-Man and his various battles and misadventures."

"That's because most of the time I'm the only photographer who works here!"

"Yes, but photographers from other newspapers. They've never been able to catch photos of Spider-Man the way you can. How do you explain this?"

"Luck? Skill? Some psychic intuition? Come on Ben, we've been friends for years, and now all of a sudden you guys have me in here like its some kind of interrogation! Look…if you guys must know, I got lucky the first few times, but he caught me in the act later on. After that, we made a deal: he'd let me take his pictures, calling me whenever he was about to leap into action, and in return, I'd give him some of my pay. You know, so he can eat."

"So the web-head was swindling you!" Jonah shouted, speaking for the first time since their pseudo-interrogation began. "You see? What did I tell you! He's a crook! A fraud! A con-artist! He was using Parker, and my newspaper at that, to make himself a quick buck! Why the nerve of it makes me want to form a posse and hunt that red-and-blue charlatan and hang him up by his own webs! I WANT SPIDER-MAAAAN!"

"Jonah calm down" Robbie turned back to Peter. "Peter, if what you say is true, then you're off the hook. But if it turns out its not true…"

Peter cut him off: "Uh, how about we don't go there? I told you guys the truth. So can I go now?"

Robbie, Jonah, and Ben Urich all exchanged wordless glances. Finally, Robbie turned to Peter and nodded. Breathing a sigh or relief, Peter got up and left the Bugle with a fair bit of speed, but not too fast that he would attract more suspicion.

As Robbie Robertson, Ben Urich, and J. Jonah Jameson all watched Peter go, Robbie turned to Jonah and asked: "Well? What do you want us to do Jonah? Should we press the issue, or do you want to hold off for now?"

Jameson did not respond, instead deep in thought on all that had transpired in the last few moments. He was currently experiencing quite a bit of conflict, what with having a man who he had come to love and respect in his own way possibly being the same person he hated with a burning passion. But if it wasn't Peter…Jonah decided for once to give his best photographer the benefit of the doubt.

"We'll wait."

-X-

Peter returned to his apartment and shut the door with a deep sigh. On top of everything else, he now had losing his secret identity to worry about. The Hobgoblin just wouldn't let up. Wouldn't relent for one second. It seemed that every day now he was taking or trying to take something from him. Well now Peter was done. Done with letting things be taken from him. He couldn't afford to stay on the defensive anymore. He had to take the offensive now, actively seek out the Hobgoblin and take him down, or their war would just drag on indefinitely until Peter eventually slipped, Hobgoblin got lucky, or both, and then he would be without what precious little he still had left in his life. He couldn't let that happen…

"Peter"

Peter's heart skipped a beat as he turned around to see Black Cat clinging to the wall outside of his window. Next thing he knew she was in his room.

"Felicia, I…I thought that…"

"I'm with SHIELD now. It's a long story."

"What? What do you mean you're…?"

"They made me an offer to join them, I took it. But none of that matters right now. Peter, I heard what happened down at the Bugle. Are you-?"

"I'm fine for now" Peter said, cutting her off. "I managed to convince them that I'm _not_ Spider-Man, but knowing Jonah, I'm probably not getting off this easy. And if this gets out…"

"Don't finish that sentence please. The last few days have been bad enough as it is…"

"I know, but Hobgoblin has really been waging an all-out war against me, and if I don't do something to change this now, I'm going to be backed up against a corner with nowhere to run…"

"What are you saying?"

"I'm saying that Hobgoblin declared a war, and it's about time I started fighting back instead of playing defense. I'm not going to rest until I find him."

-X-

J. Jonah Jameson sat in his office alone, working feverishly on his typewriter to finish up the next day's paper and attempting to get his mind off the events of the previous day. Jonah liked working on his type-writer, which, he liked to boast was as old as the press in New York City, and he kept it in good condition. He felt just a bit more relaxed as he watched the continuous motions of the type-writer, the familiar "ding" sound and then pushing it back and repeating the whole process over gave him a strange sense of comfort. The orderly routine relaxed him, he found, and it was the only time he wasn't inclined to unnecessarily scream his head off.

But then the telephone rang and his irritation quickly came flooding back in. With a sigh, he picked up the phone and placed it to his ear.

"Yes, yes, hello? What do ya want?"

A dark and maniacal voice spoke on the other end, its tone dripping with sadism.

"Hello Mr. Jameson. Surprised to hear from me? Now, I know that you haven't printed the story that I so generously gave you yesterday, and I must say that I'm rather disappointed. What's the hold-up?"

Jameson felt his blood pressure rising, and just as much out of fear this time as anger. He replied: "Now you listen to me you garish-looking wacko. I'm not fully convinced that what you've told the Bugle is true. And until I am convinced, I'm not printing any story. Because the Bugle only prints facts!"

The voice on the other end chuckled. "Is that true? Well, I'll just take your word for it. Its just too bad that you didn't cooperate with me when you had the chance…"

"What the hell is that supposed to mean? Listen you, if you don't tell me what's going on in 1.5 seconds, then I'm gonna—"

The voice cut him off as it continued. "You know I just thought that I'd let you know I really have always enjoyed your editorials. Your frequent slander of my hated foe was appreciated. But, unfortunately, I'm afraid that you've angered me. And I can't have that. So here's how its going to go: I'm about to blow up your office building and everyone in it, but in light of the things I said before, I'm going to give you 90 seconds to clear out. Sound fair?"

Jonah's blood-pressure rose ever higher as his heart started pumping at a hundred miles per minute. His hands grew sweaty and his forehead felt hot as he found himself unable to keep up his usual fierceness in his reply: "You're…bluffing."

"Maybe I am, maybe I'm not. But are you willing to risk quite a few innocent lives on the chance that I am? Oh and by the way, the bombs I took the liberty of planting just began their countdown. So if I were you, I'd start right away…90. 89. 88…"

His mind kicking into survival mode, Jonah leaped out of his chair with the agility of a man 30 years his junior. He bolted out of his office screaming at the top of his lungs: "Everyone get out! Everyone get out now! That lunatic planted bombs in the building! They're going to blow in a minute!"

Robbie grabbed Jonah and held onto him tightly. "Jonah, calm down. There are no bombs…"

"DON'T YOU TELL ME TO CALM DOWN ROBBIE ROBERTSON! THERE ARE BOMBS IN THIS BUILDING. EVERYONE GET OUT! DO YOU HEAR ME? OUT! OUT!"

Most of the Daily Bugle staff heeded their boss's loud warnings and bolted for the exits in a panic as Jonah struggled to free himself from Robertson's grip, his blood pressure rising ever higher as he continued to scream. But Robbie's grip was firm. Finally, Jonah stopped struggling, looked up at Robbie and weakly said: "Robbie please…trust me. Before its too late…"

There was a brief stare down between the two before Robbie nodded and let Jonah go. But alas, as the two were making their way to the exit along with a few others, there was a series of deafening explosions and Jameson found himself surrounded by a blinding inferno that was the last thing he saw before blacking out.

-X-

It all came off as such a blur to him. First the news coming and then his mindless frenzied swing to the site of the bombing. It all happened so fast that already he no longer remembered it. The whole thing felt like an out of body experience as he forced his way through the smoke, seeing firefighters and emergency workers helping ferry the injured and unconscious to safety. He could see Robbie Robertson, still alive, among those being led away.

Spider-Man fought his way through the smoke, flames, and rubble, and there he was, lying sprawled in the center of the floor: J. Jonah Jameson. And incredibly, he was still alive in spite of quite a few lacerations.

Jonah looked up weakly and could see his most hated foe staring him down. His hand was extended.

"Jonah…please. Take my hand."

Jonah's shell-shocked and horrified expression didn't fade, but as Spider-Man saw, he was moving ever-so-slightly. Then finally, he weakly raised an arm, extended his hand, and took Spider-Man's own.

-X-

"That psychopath's crossed the line this time" Spider-Man said darkly to his fellow Marvel Knights. There was silence in response, although he could see Daredevil and Moon Knight nod in agreement with him. Black Cat and Black Widow just looked grave, a dead seriousness in their eyes that he had seen from Felicia only a few times before.

Finally, Moon Knight said: "I agree. He has to be stopped here and now. But how to find him? The Hobgoblin has remained ever-elusive, and all attempts to trace back the call he made to the Daily Bugle have failed. So what do you propose we do?"

"Me? Why are you asking me? I don't know how to find him. If I did I'd have done so by now…"

"True, but you are his nemesis. I figured that if anyone could find a way to draw him out of hiding, it would be you."

"Yeah, well, I can't."

Moon Knight fell silent for a moment before then saying: "Here is what we will do: I'll take the Moon-Copter and comb the city. Black Cat will make use of her Cat's Eye organization and Black Widow, her SHIELD contacts. We will, in essence, start a man-hunt. And when that happens, we either find him, or pressure him to come out and face us, at which point you Spider-Man, will take him down."

Spider-Man sat silent for a moment. He and Black Cat had tried something like this before with Cat's Eye and all it had done was make everything worse, not to mention cost Felicia her secret identity. But what else was there to do? His options were, as always, few.

"Alright. But while you guys are doing that, I've got a few stops to make…"

-X-

"So how are you holding up Aunt May?"

"Well, I suppose about as well as can be expected given everything that's happened lately. I'm more worried about you though Peter. You're the one whose constantly putting yourself in harm's way. And now all of these different people are after you..."

"Yes, but it's okay. I've fought these guys back before, and I've done it again. It's just me and the Hobgoblin now. No, I want to know that you're safe and sound here and that you're doing well. That's what matters right now. Especially because the whole reason you're here right now is because Hobgoblin's trying to kill you to get to me."

"Well I don't like being away from the house for so long, but I suppose it's not too bad here. That Daniel Rand is very nice. Always asks me if I need anything. And it's nice to have some company too."

"Well that's good to hear. Don't worry Aunt May. With any luck, this will all be over real soon, and you won't have to stay here anymore."

"That's good to hear." Aunt May said with a nod. "You take care of yourself though, alright Peter? You look to be really tired."

"I've been running myself pretty ragged lately I admit, but I need to. I can't stop until this is done."

-X-

Following his checking up on his Aunt at the Cat's Eye building she was being kept hidden in, Spider-Man made his way through the city on his web-lines with the intent of going back to Spector Tower to meet up with the other Marvel Knights again. On his way there though he was interrupted when he heard a man from a nearby building calling his name. Turning around, Spider-Man saw who he recognized as Daniel Kingsly calling out for help.

Spider-Man swung towards him and entered through the window. As he did, he could see that Daniel Kingsly was visibly sweating, shaking, and all of the color in his face had disappeared. He almost resembled Beetlejuice now, though there was nothing amusing about his current state.

"What's wrong Mr. Kingsly?"

Daniel Kingsly tried to speak, but his teeth were chattering as his whole body continued to shake. Spider-Man extended a hand and placed it on his shoulder.

"Daniel please, what is it? Is this about your brother?"

Daniel's look of pure terror didn't fade in the least, but this time he was able to get the words out: "Listen to me Spider-Man…I….I didn't mean for any of this to happen, I swear! I didn't want anyone to get hurt…its just I….I…I'm not like my brother! Don't think I'm like my brother! Its just that I was scared is all, I…"

"Mr. Kingsly, what are you talking about?"

All of a sudden, Daniel Kingsly, exploded, screaming at such a volume that Spider-Man was taken-aback.

"I lied! I lied! Do you hear me? I lied! I'm so sorry, I didn't mean to, its just that…"

"Daniel, what did you lie about?"

"Hobgoblin! He—"

A razorbat flew through the air, zooming past Daniel Kingsly's throat. For a moment, there was only silence, as Kingsly looked at Spider-Man with a mix of terror, anxiousness, despair, and repentance, before blood began seeping from his neck and he collapsed.

"NO!" Spider-Man shouted. He rushed to Daniel Kingsly's side and felt his pulse. He got nothing. Spider-Man felt a mix of emotions go through him, rage clouding his vision and adrenaline pumping through his veins. Whipping around, Spider-Man could see Hobgoblin soaring away on his glider.

Sprinting forwards, Spider-Man burst out the window and swung after Hobgoblin as fast and furiously as he possibly could. No more games. No more tricks. No more death. Spider-Man was ending this now.

Spider-Man swung faster and faster, finally getting close enough to a rapidly retreating Hobgoblin that he could fire a web-line and web-zip towards the villain. Soon, Spider-Man was on top of Hobgoblin and pummeling him as hard as he could. Hobgoblin managed to shake him off, but Spider-Man kept up his pursuit, now much closer to his nemesis then before.

Hobgoblin hurled a razor-bat at Spider-Man. Spidey webbed it and hurled it back at him, who flew out of its path. Spider-Man swung back in for another go and was on top of Hobgoblin once more, the two engaging in a desperate struggle and punch-out as each tried to force the other off the glider, which, unable to stand the two's combined weight, began to spiral out of control. Even worse, rain began to come down from the overcast sky in droves, making it even more difficult for Hobgoblin both to see and steer the glider. Soon, as Spider-Man and Hobgoblin's fight intensified, the glider lost momentum completely, spiraling right into a bridge that brought back painful memories long buried…

Spider-Man landed with a crash on the top of the George Washington bridge that caused his shoulder to become enflamed, to say nothing for how the rest of his body felt. Rising to his feet as the world swam a little, Spider-Man looked past the rain and could see the Hobgoblin also rising to his feet, his orange cape now a little torn. Spider-Man's fists tightened as he shouted out to Hobgoblin: "You murdered your own brother!"

"He was not my brother."

Spider-Man shook his head. Hobgoblin really had become a complete monster in every sense of the word. Well, now it was going to end. Hobgoblin had revealed himself at last, and now, Spider-Man was going to finish it.

Without warning, Spider-Man launched himself at the Hobgoblin, who responded by unleashing a flurry of razor-bats. Spider-Man leaped over them and then began attacking Hobgoblin with all of the strength and speed he could muster. Hobgoblin dodged most of Spider-Man's punches and kicks as they came, replying with blows of his own that Spider-Man quickly found were more disciplined and precise then the random punches of some random goon with super strength.

Spider-Man dodged out of the way of Hobgoblin's next punch and then kicked him in the side, forcing him back a bit. Hobgoblin pressed a button on his wrist armor, activating his glider and sending it blasting forward at Spider-Man. Spider-Man leaped over it only to feel a length of chain wrap around his legs as Hobgoblin pulled him down. As this happened, Spider-Man could see that a chain whip had come out of Hobgoblin's gauntlet.

"You're not the only one who has toys that can bind and restrain."

Spider-Man grabbed the chain and yanked on it, prompting Hobgoblin to hold onto it tighter. Exactly what Spider-Man had been hoping for, he kept pulling, until the chain broke between the two of them pulling in unison. Grabbing the piece of the chain still binding his legs, Spider-Man tore it apart as Hobgoblin popped out a wrist-mounted blade on his gauntlet and charged at him. Seeing him coming, Spider-Man quickly dodged out of the way as Hobgoblin thrusted and slashed at him with the blade.

"Wanted to make sure these worked for Gargan before I tried them myself. Impressive no?"

Spider-Man responded by punching Hobgoblin across the face, who retaliated with a hurled pumpkin bomb that Spider-Man evaded. Lightning flashed as Hobgoblin lunged at Spider-Man again, wrist-blade extended. Spider-Man grabbed his arm and broke the blade off with his other hand. Kicking Hobgoblin back, he stabbed the blade into Hobgoblin's cape to restrain him and began punching him as hard and fast as he could. Hobgoblin lunged forward and punched Spider-Man, his cape ripping as it separated itself from the pinned portion. The two then entered another brutal exchange, Spider-Man and Hobgoblin exchanging blow after blow before Hobgoblin took a knife out of his armored boot and slashed at Spider-Man, leaving a cut in his side.

As Hobgoblin clutched the now bloodied knife in his hands, he looked around the bridge and then smiled wickedly as he looked back at Spider-Man.

"Back to where it all began eh? Fair enough. It is somewhat poetic I suppose…"

"Shut up!" Spider-Man shouted, tackling Hobgoblin backwards. Lightning flashed once more as the two continued to struggle, Spider-Man punching Hobgoblin viciously.

"Why did you say that? You weren't here! You didn't become the Hobgoblin until _after_ what happened here!" Spider-Man shouted, long suppressed memories of the day he lost his first love returning. As Spider-Man unleashed all of his rage on the Hobgoblin though, he neglected to move out of the way of an attack from behind until it was far too late.

An energy blast struck him in the back. Spider-Man screamed in pain as his skin felt seared. He recognized that attack. It was the kind of energy blasts used by the Green Goblin...and the Hobgoblin.

As Spider-Man tried to grapple with this revelation, his opponent took advantage of his distraction to kick him back before then following it up with another thrust with his knife. Spider-Man dodged it but Hobgoblin grabbed Spider-Man's mask with his other hand and tore it off. Spider-Man leaped backwards to dodge the next strike of Hobgoblin's knife. He chuckled as he saw his foe standing there, unmasked before him.

"Heh, heh, heh…look at you. Its still hard to believe its you underneath that mask…"

"What are you talking about?" Spider-Man growled, still holding his fighting stance. "I never met you as Peter Parker!"

Hobgoblin chuckled again in response to that. "Ah, this is too good. Well, I suppose that we _should _keep it fair, shouldn't we?"

It was then that Spider-Man got to see who the source of the energy blast was...another Hobgoblin, this one still on his glider. He turned to his double: "Yes, I do believe we should. Couldn't keep the lad guessing forever after all."

The other Hobgoblin chuckled before then turning back around to face Spider-Man. His wicked grin ever present, Hobgoblin pulled back his hood, and then, his hands went for his mask. Slowly but surely, he pulled it back, before tossing it to the side, and Spider-Man's eyes widened in horror upon seeing who it was. Nothing could have prepared him for who he saw staring back at him under the mask…

**Author's Note: Holy crap, we're almost done! Just two chapters left! **

**Also a request: please do not just guess who the Hobgoblin is in your reviews. For me all that guessing kills the suspense. But you're free to say anything else. Thanks!**


	14. Revelations

**Author's Note: Woo! We're finally at the end! Thanks to those who have stuck in and kept reviewing up to this point. This story's been a pleasure to write, and I'm extremely pleased with how it turned out. Enjoy the finale everyone!**

Chapter 14: Revelations

"You?"

Harry Osborn gave his old friend a smug-looking smirk as lightning flashed once more.

"Yes Peter, its me. Surprised? I'm a little disappointed. I'd have thought you'd have had enough common sense to guess. Of course then again that's why I became the Hobgoblin and not the Green Goblin. Didn't want you knowing that it was _me_ who was tearing your life apart…"

Spider-Man's world felt like it was crumbling all around him. His body grew numb as his mind tried desperately to deny the painful and nightmarish truths that he was now confronted with. His best friend…his oldest and greatest friend, had been the architect of all that had happened to him these past weeks...

Spider-Man felt empty inside, as if someone had dug right into his soul and torn it right out of his body. In a way, Harry had. But he had to know…

"Why Harry?" Spider-Man asked weakly.

Harry's smug smile turned into an annoyed frown. "Why? It's complicated."

"And him?"

"Oh that is Roderick. Your assumption that it was him back for blood wasn't _completely_ off. He just wasn't doing it alone. Where do you think he learned your secret identity from? I told him. A lot of this was his idea too. We...collaborated, you might say."

"So you knew then..."

"Of course I did. Come on Peter, are you really that stupid?"

As Harry's words sunk in, Spider-Man's emptiness was suddenly filled with a bottomless amount of anger and fury. His fists tightened, his body shook violently, and his facial expression became one of murderous rage and righteous fury mixed into one. His oldest and greatest friend had committed the worst betrayal imaginable, and the more this sank in, the greater his fury became…

Without warning, Spider-Man launched himself forward and started mercilessly pummeling his old friend, landing punch after punch, blow after blow, holding absolutely nothing back.

"Is that what this is about?" Spider-Man screamed as he punched out one of Harry's teeth. "A misunderstanding?"

Spider-Man knocked Harry back with another punch.

"I didn't kill your father Harry. If you know who I am then you should know that too."

Harry rose to his feet, the rain washing away only some of the blood now covering his face. He managed a weak smile as blood trailed down and out of his nose and out of the hole where one of his teeth used to be. He chuckled. "Please Peter. I know that you didn't really kill my father. I've known for years. This isn't about revenge in the strictest or most literal of senses."

"Then why?" Spider-Man demanded. "For God's sake **why?**"

"**_Because I'm the son of Norman__ Osborn!_**" Harry roared. "I'm not supposed to want to be _**you** _Peter Parker!"

At this Spider-Man froze. So that was it. This entire time, Harry Osborn had been envious of him, and he hadn't even realized it. For a brief moment Spider-Man dared to think back to the pair's younger years, when Peter had known both Norman and Harry and respected both. But he also remembered that Norman clearly favored Peter, doting on him in lieu of his own son. Peter hadn't paid too much attention to it at the time, just taking the praise as it came, but now he realized that that whole time his "friend" was only getting more and more envious. And now that envy had spiraled out of control and turned his friend into an enemy.

As Spider-Man took all this in, his body felt all the more numb as he struggled to come to terms with all that he had learned. But then next thing he knew both Hobgoblins were throwing a pumpkin bomb his way. Spider-Man barely saw them coming in time to move out of the way, but the explosions still burned away part of his costume, blasted him backwards as he ducked to one side, and left ringing in his ears. This was then followed up by energy blasts that hit him square in the chest.

"Time to finish what the old man started." Harry said. "You can't take us both on by yourself Peter. It's over."

But then, as Spider-Man staggered to his feet, he found that whatever horror and shock he'd felt at learning what he had had been replaced with anger. To have his friendship be repaid with treachery on an unimaginable scale that was also near-motiveless, caused his vision to cloud as the next thing he knew he was going at Harry again. Spider-Man didn't think he'd ever moved faster or hit harder before in his life, and he'd been driven into a vengeful fury before. But this was more then that. This was a betrayal. A monstrous betrayal, one that deserved no mercy or sympathy for the perpetrator, only more punches.

So Spider-Man gave them. As he did, Harry desperately attempted to defend himself to no avail, his now half-hearted strikes easily dodged or blocked and countered with more punches. Seeing his ally coming under attack, Hobgoblin swooped in and slammed his glider into Spider-Man, knocking him to the side. He and Harry then unleashed more pumpkin bombs at Spider-Man, who dodged out of the way of all of them. As he did, Hobgoblin taunted him: "You were so gullible the entire time Parker! To think that it was just me coming after you again! You should know by now that I _never_ work alone."

"Well really who can blame him?" Harry said with a laugh. "He figured he'd gotten rid of all the other Hobgoblins. Never counted on there being another one."

As Harry said this Spider-Man closed the distance between them to deliver another punch to the jaw. Harry responded by kicking Spider-Man back a bit and calling his glider back to him. Warned by his spider-sense, Spider-Man moved out of the way as the glider came rocketing forward…and towards Harry.

"Fuck."

The glider rammed into Harry, knocking him off the side of the bridge. Seeing him plummet, Spider-Man raced after him as the glider also dove towards its master. The glider got to Harry first, who re-boarded it and flew towards Spider-Man just as Hobgoblin came in from above and swatted Spider-Man away. Recovering in mid-air, Spider-Man swung forward with both legs extended, knocking Harry back. Harry responded by pulling back his cape to reveal a back-mounted scabbard from which he drew a slightly curved sword, swinging wildly with it left and right. Spider-Man swung out of the way of the slashes and thrusts only for Hobgoblin to come in at that moment and grab him by the throat. As Hobgoblin began applying pressure to Spider-Man's throat, the hero grabbed onto Hobgoblin's arm and tried to force it off of him.

"What's that Spider-Man? No more witty comebacks? Heh, hard to speak when you're being throttled isn't it?"

Spider-Man responded by shooting some webbing into Hobgoblin's eyes, blinding him. Unfortunately, Hobgoblin's grip with his other hand remained firm and he continued to throttle Spider-Man just as Harry came flying towards the two of them with his sword aimed for Spider-Man's now restrained form.

"Like I told you on your birthday Peter, it wasn't always going to be the way it was before..."

Just before Harry could run Spider-Man through, another energy beam shot through the air, striking Harry's sword and knocking it right out of his hand. As the sword spiraled through the air before plummeting into the waters below, Harry looked up to see another figure fly in atop his own glider before ramming into the Hobgoblin, causing him to finally release his grip on Spider-Man, who then plummeted. Seeing this, the third glider-man swooped down as fast as his vehicle could go and was able to catch Spider-Man, who took mouthfuls of air to regain the oxygen Hobgoblin had gone out of his way to choke out of him. As he did this, Spider-Man and the two Hobgoblins got a better look at who this newcomer was.

For starters there was the glider. It differed from the ones used by the Hobgoblins and the original Green Goblin, being of a much sleeker design and jet black in color with a purple trim. The one visual feature it shared with the earlier gliders was the sides being stylized to resemble the wings on a bat or gargoyle. Weapons filled the interior, though looking at it from the outside one would never guess that.

As for the man himself, he was clad in green body armor very similar to the Green Goblin's own, but he was much more heavily armored, and looked just a bit bulkier as a result. He was not by any means clunky however. A mostly tattered purple cape hung from his shoulders and draped down and indeed his armor too looked like it had seen some wear and tear, being dented and dirtied in many places. Finally, he covered his face completely with a green helmet stylized to resemble a laughing, pointy eared fiend. In all, his appearance pointed to only one man.

"The Green Goblin. But how...?"

"Not the one you all know..." the figure said simply, his voice noticeably lacking any of the maniacal or malicious inflections that the original Green Goblin's voice had had in abundance. No, his voice sounded completely calm and matter-of-fact. "...but yes, I am the Green Goblin." He turned to look down at Spider-Man. "Are you able to fight?"

Spider-Man nodded wordlessly in response. His first instinct had been to punch this new Green Goblin in the face, but the man had saved his life. Spider-Man figured that for right now at least he should worry more about the goblins who _weren't _on his side.

Leaping off of the new Green Goblin's glider, Spider-Man swung towards Harry while his "ally" engaged the Hobgoblin. Moving his body out of the way of Harry's thrown razor bats, Spider-Man fired a web-line at the nearby bridge and swung around Harry. Harry tried to spin around to attack him again, but Spider-Man grabbed his cape before he could and pulled on it hard. He pulled Harry close to him and began punching him once more, before Harry forced Spider-Man off of him.

As this was happening, the Green Goblin and Hobgoblin engaged one another in an aerial battle, each one hurling pumpkin bombs and razor bats at the other to no effect, with each of them just dodging out of the way of any and all projectiles they hurled at one another. One edge Green Goblin did have though was in how he evaded Hobgoblin's attempts at melee attacks just as effortlessly as he did the ranged ones. His glider's speed was such that he was literally flying circles around the Hobgoblin, who struggled to keep up.

"Where did you get this equipment?" Hobgoblin demanded. "It looks nothing like any of the Green Goblin's equipment that _I _found. And I searched every nook and cranny of New York. Where did you find this new glider and armor?"

"You didn't find it because it's beyond your ability to locate." The Green Goblin replied bluntly. "I'd say more but I've done enough just by being here. Suffice to say, I'm faster than you..." Green Goblin evaded another of Hobgoblin's razor bats as he said this before then quickly closing the distance and punching Hobgoblin so hard he drew blood. "...stronger than you..."

Hobgoblin tried to throw another pumpkin bomb, before then throwing several more. Green Goblin evaded each and every one before then prepping and hurling one of his own "specialized" pumpkin bombs, which let out a blinding red-colored explosion that seared Hobgoblin's armor and blasted him right off his glider.

"...and I've got the better toys."

Meanwhile, Harry blasted forward towards Spider-Man on his glider, which shot out a small missile. Swinging out of the way, Spider-Man watched as the missile collided with part of the bridge, sending fragments of stone flying in every which way. Realizing that he had to end this before anyone else got hurt, Spider-Man swung back around, kicking Harry and dodging his return punch. Going behind him and restraining his arms, Spider-Man forced Harry to steer the glider down into the river. But Harry resisted, sending the glider and its two passengers instead onto the bridge itself. They crashed violently to the ground, both tumbling across the bridge in different directions as the glider went spiraling out of control, colliding with the side of the bridge and exploding in a mess of fire and shrapnel.

Rising to his feet first, Spider-Man charged towards Harry yet again, who whipped around with a gun in hand. Spider-Man sprinted forwards and kicked Harry back, the one shot he made with his gun missing its red and blue mark completely and whizzing through the air and then into the water below.

With a vicious jab to the side, Spider-Man forced Harry to drop his gun. Spider-Man then grabbed Harry by his cape once again and started brutally slamming him into the street over and over, each impact cracking the concrete road before at last Spider-Man threw Harry into the air, the act tearing Harry's cape in two before sending him flying. He crash-landed near the very edge of the bridge, and Spider-Man wasted no time going after him again. Seeing him coming, Harry waited for Spider-Man to come closer before drawing another knife. Warned by his spider-sense, Spider-Man moved his body out of the way of the thrust before then grabbing Harry's arm and striking it as hard as he could. Harry screamed in pain and dropped his knife. Spider-Man then took to punching him again and again, ignoring the onlookers who witnessed the no-holds barred beatdown in horror.

Spider-Man just kept at it. He was almost mindless now in his rage and bloodlust. All of the anger and fury and pain and feat that had piled up on him over the last month all came out in his never-ending onslaught.

But then finally Spider-Man paused. He just stood there, frozen, his now blood covered fist hovering in mid-air, ready at any moment to launch outwards once more but not doing so. Spider-Man's gaze fell to the limp, bloodied, and defeated form of his former friend. He looked pathetic in this state, and as Spider-Man continued to watch, he could see that Harry was still struggling, clutching a pumpkin bomb in his hand and struggling to set it off. Spider-Man shook his head. So this was how it was. Harry was so hellbent on killing him he'd blow himself up to do it.

Only barely suppressing his disgust, Spider-Man knocked the pumpkin bomb out of Harry's hand before he could activate it. Harry looked up at him with a face filled with enough hate for a dozen of his enemies. Spider-Man was unfazed. That wasn't his friend looking at him like that. No, his friend was dead, just another one of Hobgoblin's victims.

"Its over."

When Spider-Man said nothing else, Harry raised an eyebrow. "Is that it? Not going to kill me? I knew it. Underneath all those punches and kicks you're still the same boy-scout I remember you—"

Harry was cut off when Spider-Man punched him across the face again.

"Don't tempt me. I can definitely kill you right here. But I'm not going to. And not because you don't deserve it because that sure as hell isn't true. No I'm not going to kill you because I'm the better person. Because I'm not going to let some petty revenge and hatred of an enemy consume me the way you have. Because you and I used to be best friends, and until just moments ago, I thought we still were. But now you _killed_ my best friend. And not to mention now you're all alone. Your best friends, your wife, your son, you threw them all away. And for nothing."

Harry just glared darkly at Spider-Man as he told him all of this, the blood continuing to run down his face, which itself remained in a twisted mask of anger and hate for seconds after Spider-Man was done talking. He just kept glaring. That was all there was left of their relationship now. A glare.

Finally, Harry broke the silence, shouting in a fury: "Do you think that this means anything? Do you think that any of this will stop me? Jail's not going to hold me! Neither will those idiots at SHIELD! I'll just come back! And what if I _do_ stay in jail huh? What then? I'll just tell them. I'll tell them everything I know! And then you'll be finished! Don't you get it? No matter what,_** I**_ win!"

Spider-Man's fists tightened. Harry was right. If he let him live, Harry would either escape prison and come back to haunt him once more, or he would stay in jail but would expose his identity. And if Peter killed him, then Harry would have driven him to it, and then where would that leave him? Everything he had just said, and everything he had ever fought for would be thrown away…at which point he might as well hang up the costume himself.

But he didn't have a choice. Things had to be the way they were. Harry had to go to jail and stay there, even if it meant that Peter would end up going to jail himself. He sighed deeply. Harry had won. Well, he'd put up the best fight that he possibly could, and his remaining loved ones would be safe, so there was that to be said. He always had been about putting others first. Why should this be any different? If he was going down with his enemy, then so be it. At least his friends and family would be safe…

_And who knows? _Spider-Man thought. _Maybe, just maybe I can convince SHIELD to give me the same deal they gave Shocker and Felicia..._

A huge crowd had now formed in front of the fight. The rain didn't seem to deter any of them, including those that had already taken out their cell phones and cameras and were all snapping picture after picture of Spider-Man standing there with blood-covered fists and the Hobgoblin slouched up against the side of the bridge and unmasked as Harry Osborn. Spider-Man turned to them, and could see how outright horrified they all looked, many of them cautiously eyeing Spider-Man's bloodied fists. He felt a rising sense of guilt. Bad enough that he might be going to jail, but after this everyone would think of him the way Jonah always had: as an unpredictable, dangerous vigilante. As a menace…

But then Spider-Man's ears picked up a humming sound. Looking up, he could see a helicopter coming in overhead, and out of it several SHIELD troops led by Black Widow. She turned to the crowd and ordered them to disperse. When they didn't listen and one found it more fun to snap photos of her, she grabbed the man's cell phone and threw it into the water, shouting once more for everyone to back away. This time people listened.

Black Widow then turned her attention to Spider-Man and Harry Osborn, her gun aimed at the latter's forehead.

"Harry Osborn, you are under arrest for attempted murder, conspiracy to murder, identity theft, blackmail, and arson. You will be placed in SHIELD custody."

"Go to hell woman. I'm not letting you idiots take me anywhere-"

Black Widow fired off a shot that missed Harry's head by mere inches. She then returned his glare with one of her own.

"The next shot will be between your eyes." Black Widow then turned to the accompanying SHIELD agents: "Agent Koeling, Agent Dooley, cuff him."

"Yes ma'am"

The SHIELD agents moved in with their rifles trained on Harry, who was still slumped up against the wall. But then, as they were nearly upon him, Harry suddenly surged forward, his remaining wrist-blade coming out of his gauntlet with a snapping sound. Harry madly slashed out with it at the SHIELD agents, his first swing slashing one across the chest, forcing him back. Harry then jammed the blade into the chest of the other agent, before several gunshots rang out. As a horrified Spider-Man looked on, blood began to pour from Harry's body…

It all happened too quickly for him to react. Harry gave his old friend turned hated enemy one last look of contempt, and then went tumbling backwards off the edge of the bridge. By the time Spider-Man reached the edge and looked down, there was nothing to be seen in the waters below…

-X-

It was dead silent in the room that was filling in for J. Jonah Jameson's now destroyed office. Peter nervously looked back and forth between Robbie Robertson, Ben Urich, and Jameson himself, the latter of whom was in a wheel-chair for the time being. After what had transpired, the big three now no longer had a doubt in their minds that Peter Parker was who the Hobgoblin had said he was. The rest of the staff all no doubt had their own opinions, but now final word rested on these three as to what was to be done.

Peter just sat fidgeting in his chair, exasperated at how he had gone from one moment where it seemed that he would lose his identity to another. The grave demeanors of Robbie and Ben and the blank empty stare of J. Jonah Jameson, who looked to have gone catatonic, did not exactly boost his confidence or optimism.

Finally though, Robbie Robertson broke the silence: "Well Peter, what now?"

Taken off-guard for a moment, Peter quickly recomposed himself and said: "What do you mean what now? You three obviously know who I am. What else can I say other then beg you guys not to expose me?"

Peter turned to look directly at J. Jonah Jameson as he continued: "JJ look: I know you've hated Spider-Man ever since he…well, I, first showed up, but please, hear me out at least. Just…for the sake of all of the years I've worked here…please hear me out."

Peter turned to look desperately at Robbie and Ben. Robbie gave Jonah a look, and after a few moments of awkward silence, Jonah, to Peter's enormous relief, nodded in approval. Breathing a sigh and composing himself, Peter let it all out:

"When I first got these powers of mine, do you guys want to know what I decided to use them for? I decided to use them to get rich. I decided that I would use them to make a name for myself so I wouldn't have to be Puny Parker anymore. And I did. I used my powers to win a wrestling match, made some money, and next thing I know, I'm so high and mighty I decide that a runaway burglar isn't my problem. But then that same man? He murdered my uncle. The closest thing to a father that I ever had in my life. I loved him so much and because of my stupidity he was gone. Look JJ: I know you've accused me of being a menace, and a nutcase, and a glory-seeker, and an attention whore and all those other things. But please know: I never did it for the glory. Never did it for publicity. If I wanted publicity I would have stayed where I was. But I wanted to help people. I really did. That was all I wanted after my uncle died. Because with great power comes great responsibility, and this…being Spider-Man…that was my responsibility."

After Peter was done speaking, there was another very long uncomfortable silence. Jonah just stared blankly at him, and Peter for the life of him couldn't tell what was going on behind his now emotionless eyes. As the seconds turned to minutes Peter grew nervous. But then, finally, Jonah said: "Parker…what was said in here…stays in here."

As the words left Jameson's mouth Peter felt about ready to leap out of his chair and jump for joy. But as his tense expression relaxed and he breathed a sigh of relief, Jonah held up a hand as if to halt his happiness.

"However" he said, his old fire quickly returning to him. "While the Daily Bugle will _not _be printing the story of how you are in fact Spider-Man, _you_ Peter Parker are still fired for playing me for a sucker for nine and a half years straight!"

Peter was dumbstruck. It was perhaps some of the most bittersweet news he had ever heard, and knowing Jonah, that was so fitting. Peter almost felt like giving his cantankerous boss a hug but thought better of it.

"Thanks JJ…"

"Yeah, yeah, don't mention it" Jonah said begrudgingly. "Now get the hell out of my office!"

-X-

Peter sat alone in his apartment, his mind going over all of the events of late. In the wake of his exposure as the Hobgoblin, Harry Osborn's assets were frozen and both SHIELD and the FBI had moved in on his fortune only to find that 90% of it had already been withdrawn and vanished into thin air, and an extensive search of the Osborn mansion turned up no Goblin equipment or serums of any kind. Liz and Normie went from rich to borderline destitute, left with barely enough to get by. Liz had been inconsolable, and as a result Normie had to be placed in child care until his mother recovered. Peter felt horrible. A part of him felt like he had brought this devastation and tragedy to them, even though as he tried to remind himself that it was Harry's own actions that had ruined his family. Somehow, that did nothing to ease the pain and guilt.

Guilt…it almost seemed like it had become an inseparable part of him now. He felt guilt for so many things now, more then he ever had previously. It really didn't feel like much of a victory all things considered.

Peter sighed. Well, there was one thing he could certainly do…

-X-

The old thrill had started to return to him he had noticed. As he swung through the city, the old rushing sensations felt more pronounced, as they had before Harry and Hobgoblin's war with him. Even some of that old feeling of exhilaration felt like it was finally coming back…

"Well fancy meeting you here."

Spider-Man was caught off guard as he turned to see Black Cat sitting comfortably on a protruded vent on a nearby rooftop. Swinging around to meet her, he landed on the same rooftop and remarked: "Has this become a regular thing with you? Because there has got to be a better way of getting my attention."

Black Cat chuckled lightly. "Good to hear some of the old light-hearted Spidey again."

Spider-Man lowered his head solemnly. Black Cat had meant nothing by it but he couldn't help but feel negatively effected by her words. Despite what Black Cat had said, he knew full well that there would never be any fully going back to who he once was in his younger years. That was unobtainable. Long before everything that had happened this past week, Spider-Man had been robbed of his innocence the day Gwen Stacy died. His shell of cynicism and bitterness might have disappeared over time, and the quips and banter return in full, but his darkness, the pain in his heart and the guilt that entailed, that would never go away. That said, Spider-Man could t least take heart that with any luck the absolute worst was behind him now. It was time to move forward.

Move forward. As Spider-Man thought this he suddenly found himself thinking about Black Cat specifically, and in turn being struck with how much she had helped him lately. He found himself wondering if he would have ever made it without her, and quickly realized that the short and simple answer to that question was "no". She had been his greatest ally throughout the living hell Harry and Hobgoblin had put him through. And the more and more he realized this, the closer he felt to her…

Finally though, Black Cat broke the silence: "Look Peter, I'm glad I found you. I've been wanting to tell you something..."

"What?"

"I…I just wanted to tell you that…well…after everything we've been through this past month, I…"

She stopped talking and moved closer to him. He found himself growing just a little bit stiff as she did. When he saw those green eyes of hers boring into him up close he felt disconcerted.

"Peter, just know that I don't…blame you for anything that's happened to me recently. I'd do everything I did for you all over again if I had to. I just…I can't help myself. I can't because of what we were…"

Peter grew nervous as he raised an eyebrow underneath his mask. He had a feeling where this was headed.

"Felicia, what are you trying to say…?"

"I'm saying that I still love you Peter!" She exclaimed, catching Peter off guard. For a moment he just stood there staring into space before exactly what Felicia had said sunk in. So the truth had come out. She really did still love him, and as more then just a good friend. Peter figured that he shouldn't have been surprised, but after everything he had been through lately, it _did_ come off as a surprise. And he didn't know how to take it either. She had just declared her love for him and he didn't know how to respond. He still had the scars of his failures with Gwen and Mary Jane over his heart. He couldn't open up again like this. And so soon too…

She moved closer to him. He was getting tense, trembling in fact. She seemed to be too. She looked desperate, her green eyes becoming pleading.

"Its just that…I didn't want to push this. Didn't want to try and get things to go back to the way they used to be because I knew how much you loved her…how much you were hurting, but I can't help it. I _want _this."

She went closer to him. Now they were only centimeters apart. Spider-Man tried desperately to remember his past failures and also how he and Black Cat were just good friends now, but his memories of all of the good she had done for him recently began to enter his mind instead, as his eyes found themselves drawn to her green eyes, white hair, and the curves on her body…

Peter shook his head fiercely and tried to back away. He couldn't think these things. Not now. He had failed at love too many times before. He couldn't think of another person this way again…

But again the memories of Black Cat's selflessness came flooding in and he was powerless to stop them. His arms weakly raised themselves up and wrapped themselves around Black Cat's waist as she slowly pulled his mask up to expose his mouth…

Their lips touched lightly at first before passion took over and they began exchanging an intense kiss, gripping one another more tightly as they did so. There was nothing Peter could do now but give in. He had become a hurt and lonely man, and now the Black Cat's company was the only one that seemed to give him true happiness. And she also, as she admitted, still needed him. So they indulged one another's needs.

Finally though, Spider-Man abruptly broke the kiss and began panting, guilt and fear both rushing in and consuming him like a tidal wave. Black Cat also looked guilty.

"I…I'm sorry…"

Spider-Man had a feeling that deep down she wasn't, but then again, he wasn't sure if deep down he was really sorry either. A part of him had enjoyed that, he knew that for certain. But guilt mixed in as well. Did he love Felicia Hardy and the Black Cat again? The way she loved him? He didn't know…it wasn't something he could face right now…

And so with one last look at his friend who had once been something more, Spider-Man took off on a web-line, leaving both himself and Black Cat alone.

-X-

On his way back to his apartment, Spider-Man encountered him again.

Zipping through the sky to catch his attention, the mysterious new Green Goblin coaxed Spider-Man to follow him, and the wall-crawler reluctantly acquiesced. He couldn't believe that he was, but he realized that his Spider-Sense wasn't going off at all, and along with this Green Goblin's saving his life, he figured he could trust him just enough to follow him.

The chase went through almost the whole of New York until at last the Green Goblin led him to a condemned building that no one was in. Spider-Man didn't like the idea of following any goblin into a condemned building, but still his Spider-Sense did not go off. Spider-Man knew that it could all be a ruse. That this Green Goblin had found a way to jam his spider-sense and was leading him into a trap. But somehow, that scenario just didn't ring true with Spider-Man. There was something about this other Green Goblin, perhaps in the way he spoke, and the way in which he had fought against two other goblins, that told Spider-Man that he was sincere. The idea of a sincere Green Goblin didn't fail to strike Spider-Man as ludicrous, but that didn't change the fact that he still felt that way.

He only hoped that his feelings wouldn't betray him.

As Spider-Man entered the condemned building, he saw Green Goblin lower his glider and get off it. This put some of Spider-Man's nervousness to rest. After all, if he was looking for a fight why dismount his glider?

Green Goblin walked up to Spider-Man and looked right at him, the green helmet doing it's job of being an unnerving sight to look at. "Hello Spider-Man. At last we meet in person."

"We already did when you...saved me."

"True, but we didn't exactly have much time to get acquainted with one another. I feel this is a better first meeting, wouldn't you agree?"

Again Spider-Man was struck by how calm this Green Goblin's tone was. It sounded absolutely nothing like the voices of any of the other goblins, least of all the original Green Goblin. And his choice of words too. Sincerely polite and genuinely formal. This was nothing like the Green Goblin he had known.

"Look...I know you were probably counting on me to ask this question first and I'm sorry to be predictable but: who are you? And why did you help me? You know the Green Goblin's supposed to be Spider-Man's _enemy _right?"

"That was the sins of my father and my grandfather." Green Goblin said dismissively. "I am a different person from them. A better person. Mr. Brock can also attest to that."

Spider-Man's eyes widened beneath his mask as he heard Venom come out of the shadows. Landing down behind Spider-Man and Green Goblin, he made his way over to them. Spider-Man leaped to one side and turned around so that he was now facing both Venom and Green Goblin face-to-face. Green Goblin held up a hand.

"it's alright Spider-Man. This is not a trap, I promise. Venom is here because I told him to be here. We're all on the same team."

Again, Spider-Man was hit with a revelation. As Green Goblin said this, Spider-Man remembered all of the times Venom had conveniently showed up to lend a helping hand, and how he had begrudgingly agreed to help him against the Hobgoblin. Now all of a sudden he knew how and why Venom had helped so much.

"So you're the one I have to thank for Venom being so generous lately?" Spider-Man asked. "Why? Again, why are you helping me?"

"I have already told Mr. Brock why, and I'll tell you too, along with answering your question of who I am." As Green Goblin said this, he reached for his helmet and took it off. And when he did, Spider-Man saw a face that looked strikingly (indeed a little _too _strikingly) similar to the face of Harry Osborn.

"My name is Norman Osborn Jr. And I am the Green Goblin of the future. I came here to prevent my future from being yours."


	15. In the Beginning

Chapter 15: In the Beginning...

As Spider-Man stood there taking in the appearance of what an older version of Liz and Harry's son would look like, he found himself just a bit lost on how he paradoxically looked both so much like his father and also so different. He has a similar facial structure, hair-style, and hair and eye color, but there was something else about his face. Perhaps it was just that he was younger, or perhaps it was because he had an earnestness to him that the last time Peter had seen Harry he lacked for obvious reasons. But whatever it was, there was a difference between the two of them, and truth be told it made Spider-Man more inclined to trust Normie than Harry.

"So the future not too good where you come from I take it?" Spider-Man asked. Green Goblin nodded in response. "Yes. The future I come from is a terrible place, one that owes it's current state in part to your premature death. Do you remember your fight with Carnage?"

Spider-Man nodded. "You're saying Carnage was supposed to have killed me there?"

"Yes. And had he, then my father would have been denied his revenge, at which point he would have gone forward with the _rest_ of his plans."

"And what plans were those?"

"To achieve power beyond his father's wildest dreams." Green Goblin replied gravely. "To show that he was no one's inferior, but rather the greatest Osborn to ever draw breath. So it was that he set out to take the world by force. One of the ways in which he did this was a devil's pact with Trask Industries..."

Spider-Man felt his blood freeze at the mention of that name. "Aren't those...the guys who made the Sentinels?"

"Yes. Under the combined efforts of Oscorp and Trask Industries, the most powerful Sentinels ever seen were created. The greatest of them all was a machine known as The Tri-Sentinel, a nearly unstoppable six-armed behemoth. With these machines, my father could sweep aside any who would stand in his way. The world was his for the taking."

"But then something went wrong didn't it?" Spider-Man asked. "The Sentinels go all 'sky-net' on you?"

Green Goblin nodded. "It's nothing to joke about. They grew so powerful they became impossible for anyone to control. They began mass-producing themselves, spreading across the planet like a virus until soon there was almost nothing left. They didn't discriminate either. Mutants, humans, non-Mutant metahumans, animals, plant-life, everything. The Sentinels just kept going. The world governments tried using nukes to stop them, but that only wound up doing the Sentinel's work for them. My world is a dead one. Countless lives were lost, including..." Green Goblin lowered his head sadly. "...including my mother."

"And what about Harry?"

"My father was driven mad with how in a cruel joke he had attained ultimate power only for it to turn on him. He bonded with the Venom symbiote, which had miraculously survived where much else did not, and this drove him madder still. He then managed to reprogram some of the remaining Sentinels, including the Tri-Sentinel, and turned the remnants of New York into his own small kingdom. What few superheroes had survived the Sentinel Wars and then the Nuclear Winter where hunted down. I'm one of the only ones left. In fact, I may be the _only_ one left."

"I can see why you wanted to change your future." Spider-Man said grimly.

"No, there's no erasing my future from existence unfortunately." Green Goblin said. "That's a temporal paradox for you. If I go back and change the past, the timeline that created me still needs to exist somewhere, otherwise how could I have ever come back to change history in the first place?" Green Goblin shook his head sadly. "What I do is not for my timeline. My timeline is a lost cause. What I do is for you. So you don't have to have the future that I was given."

"So what now?" Spider-Man asked. "I mean, Carnage failed to kill me, and so did Harry and Hobgoblin. That means what happened in your future won't happen right?"

The grave look on Green Goblin's face did not change as he gave his reply: "The timestream is a resistant thing. It does not like attempts to alter it in any way. It fights you. Hence why I had to alter history not just one time but several times. And I can tell you now that my future, or one just like it, could still befall you. This fight is not yet over."

"But Harry died! I saw him get shot and plummet off the edge of a bridge! They froze his assets! Oscorp is dead..."

"No, Oscorp will survive with or without my father. The exact events that led to my future may have been averted, but I'm not about to pack up and return home just yet. Not until I'm _absolutely sure_ your future won't be mine."

"But how long will that take?" Spider-Man asked. "How long will you have to stay here making sure everything goes a certain way?"

"Not for too much longer." Green Goblin said. "We just need to make sure that no matter what Oscorp and Trask Industries never enter an alliance. So long as that turn of events is avoided, the Tri-Sentinel and it's kin will never see the light of day and my future will be averted. In the meantime I'll stay here, and keep doing what I can from behind the scenes to make sure everything goes as it should."

"Not that I want your future to come to pass but...is there any hope for it? Any chance it could be saved?"

Green Goblin shook his head. "No. It's too far gone. We had our chance and we squandered it. But you don't have to suffer the same fate."

For the longest time, Spider-Man was silent, before then Green Goblin broke the silence and continued: "Look, Spider-Man let me give you some advice: this whole time, despite my best efforts and my recruitment of Venom, I knew I could not be everywhere I needed to be at once. And in fact when I stopped and acknowledged this I feared my efforts would all be for nought. That at most I would only slightly alter the events that led to my future. But then you did something that ensured your own survival and your future's survival: you sought help. You made yourself a part of a team and recruited allies. And that I believe is what has allowed you to overcome my father and his collection of supervillain stooges. The fact that you sought out help of your own." Green Goblin walked up to Spider-Man and dared to place a hand on his shoulder. "It's a heavy burden you know. You shouldn't have to bear it alone. Abandon the loner. Embrace your friends. I know I wish _my_ friends were still with me. But instead I saw them die, one by one. Don't let that be what happens to you."

Spider-Man nodded wordlessly as he took in what Normie was saying. But then he said: "You do know...that if this works...if we _do _change history, then you...you might not become who you are now. You might not become a heroic Green Goblin...what if you wind up following in your father's footsteps? In your grandfather's?"

Green Goblin sighed before saying: "If my becoming a villain saves your entire timeline, it's a cost I pay gladly. And besides..." he formed a slight smile as he said this: "If I _do _lose it, I can always count on the Amazing Spider-Man to stop me."

Spider-Man smiled underneath his mask at this. Green Goblin also smiled before re-donning his helmet and saying: "You should probably go now. If I ever need to see you again, I'll call on you..." he turned his head to look at Venom, who had been observing the conversation silently the whole time. "...or he will."

Venom growled but said nothing. Spider-Man nodded and then left the condemned building, as he did though turning to look at Venom and saying words he'd never thought he'd say: "Thanks for all your help Eddie."

Venom waved one of his hands dismissively. "Just get out Parker."

Spider-Man obeyed and was again swinging through the city, as he did thinking: _Me and a Green Goblin fighting together. _Spider-Man thought. _The future **must **be bad if something like that's happening._

-X-

Peter returned to his apartment and took his costume off. His thoughts were now constantly altering between what he had learned from the future Green Goblin and his and Black Cat's kiss. It soon became clear though that Peter was thinking much more about the latter than the former, and as he found to his grim frustration, he was still no closer to feeling comfortable or at peace with any of it.

What was he to do? He found himself facing love again but also being uncertain with the prospect of loving again. He didn't want to be hurt that way again, especially considering how his relationship with Felicia hadn't worked out the last time...

Peter heard a knock on his door. It couldn't be his landlord, he knew that, so who could it be then? Hoping it was his aunt and fearing that it might be Felicia, he walked over, and opened the door.

The face that greeted him was beautiful, but not Felicia's. Hers was a demeanor of innocence, with long blonde hair and blue eyes that contained both compassion and confusion. Peter's own eyes widened in surprise, disbelief, and horror. He never, ever thought he would be seeing this woman again after that fateful night…

"Gwen?"

**Author's Note: And with that cliffhanger Spider-Man Downfall comes to a close. I hoped that you all enjoyed this story as much as I enjoyed writing it. It really has been a fun ride throughout. And don't despair. All that has been left hanging will be revealed in future installments. But for now, Excelsior!**


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